Omni Evolution
by Gigglingskull
Summary: We all know Mystique had two children in her life. Kurt, the son lost as an infant and Rogue, the adopted daughter. What if she had a third child? What if this one was thought dead by everyone, but had actually survived? Watch as a family is reunited, the waves it creates and as a small child regains the mother they lost.
1. Chapter 01 part 1: The Beginning

Author Notes:

This will be my second fanfic. I needed a break from the first one, Medical Strings. I kind of got writer's block with that one and after finishing this one I'm ready to start working on it again. On a side note, I got the suggestion to break down my chapters. It would make them shorter (which I don't like), but would make them easier to edit (which I really like). I thought about it and that is what I'm going to do with this story. So keep in mind, this is shorter but I have like another part or maybe two to add after this. So if you think about it, it all adds up in the end.

There is going to be OC-ness to some of the characters, especially the characters from the Ben Ten universe. I might throw in some characters from other shows if I feel like it. If I do, they are probably going to be turned into mutants or something.

I will also be throwing what ever I feel like into this. Somethings may be in here just on a whim, so be warned.

I'm making the teenage boys have some "naughty thoughts" (if you will), about the girls because if you think about it and be realistic, that is what would really happen. That's what I would do anyway. I mean the girls are in form revealing outfits and we all know what teens think about when seeing that. I will try to keep it down but if I feel it isn't too inappropriate or I just don't care then I will include it.

Now if you want to know (and it probably helps) this starts after season 1 episode 7 of X-Men: Evolution, but before the next episode.

Speaking: "Hi, I'm Bob."

Thoughts: "_Did I lock the doors?_"

Physic Speaking: "_Bob, you left the doors open._" "_Thanks Mike._"

Omni Evolution: CHAPTER 01 PART 1: The Beginning

It was a normal Saturday morning at Xavier's School for the Gifted. Well, as normal as a school for mutants could be.

Charles Xavier was sitting behind the desk in his office. The desk was an eloquent looking oak wood design. It was expensive and tasteful looking, like the rest of the Institute. No money was spared to the help the student at the school. Charles was a man that looked around his forty's. He wore black straight pants and a black turtle neck. Over this he wore a dress jacket that was a light greenish gray. It gave him a formal look that was still slightly casual. His head was bald.

He looked over to the clock that sat over his fire place. It was 10:25 am. He was going over some paper work when the phone on the desk rang. This surprised him, it was his private line and he didn't give it out to just anyone. So he prepared himself as he picked it up.

"Hello?" Charles asked. His voice was rich and fluent. It said I'm here for you and I will understand.

"Hey Charles, it's me, Max Tennyson."

"Max, my old friend, it's been to long. How are you and Verdona doing?" replied Charles

"We're doing great. How are you and Gabrielle?" At hearing this, Charles felt an hint of hurt and jealousy.

"Gabrielle and I didn't work out. We had a falling out and she left. We made better friends then husband and wife. But after we separated, we couldn't even be friends anymore." He paused for just a moment, but it was enough for Max to know Charles didn't want to talk about it anymore. "I'm sure you called for a reason and not just to talk." There was a slight pause on Max's end.

"Yes there is." There was another pause as Max gathered his thoughts. "Do you still run that school for the gifted?"

"Yes, I do and it is going very well. The students are advancing with their powers everyday."

Max relied happily. "That's great." He gave a sigh and said, "My granddaughter has inherited Verdona's powers. We have talked it over with her parents and came to the conclusion that it would be best for her if she went to your school."

"That's excellent. We are always ready to accept anyone who is willing to learn control over their powers, Max."

"Well that's the thing Charles. She can already pretty much control her powers. Verdona has been teaching her how. We want her to go there to be with other . . . . mutants." Max had paused at saying mutants because he didn't feel it was an appropriate description. It almost felt like he was calling Gwen a freak.

Max continued "And to have some space. Our family was hit with a tragedy a several years ago and she hasn't gotten over it yet." Max paused as he remembered the horrible incident. He knew that Charles could help her.

"She is more then welcomed to join the Institute. We can come over at anytime you want us to pick her up."

They stayed on the phone arranging everything for about the next hour. When Charles hung up the phone, it was around launch time. So moving his hand to the controls on his chair's arm, his wheelchair started to move to the big double doors of the room.

As Charles moved into the hallway, he thought "_I will inform the team at launch. Then w..."_

His thoughts were interrupted as he sensed a presence quickly approaching. Looking to his left, he saw a black teenager riding a skateboard coming straight at him. The boy's name was Evan, but he preferred Spyke. He had blond hair in what looked like a military crew cut. The only difference was that in the back, a "V" was cut into his hair. His skin was a light milk chocolate color. He wore a light purple shirt that had no sleeves. On his elbows and knees he wore pads for skateboarding and on his hands were black gloves that had no fingers. He wore light greenish gray shorts that ended just below the knee. His white underwear was above the waist and the end of his black belt hung out of the loops on the shorts. His sneakers were white and the socks were the same color as his shirt just a shade darker.

Just before collision, the boy just stop as if an invisible hand had grabbed him from behind, making him float in midair. This was partly true. Charles looked behind the boy to see a tall redheaded girl with her right arm out straight as if reaching out to Evan, standing at the end of the hall. She looked to be around 17. Her hair went down to about the middle of her back. She wore a white shirt with a slight pink tint to it. The shirt showed off her narrow waist. The sleeves went to the middle of her forearms. Around her wrists were solid gold bracelets. They hung off of her wrists and looked as if they could fall off. She wore similar styled rings on both of her index fingers and thumbs. Her pants were a light tan and seemed to pool around her flip-flopped feet.

"Thank you Jean," spoke a woman standing a few feet away from her. Her voice was that of a strong willed woman. Her skin tone was a shade or two darker then Evan's. There was a familiar look between her and Evan. She looked to be about thirty-five or so. Her hair was snow white, which was held back by a reddish purple piece of cloth. She had a light purple eye shadow. Around her neck, she wore a gold necklace with a blue gem in the middle. Her ears had gold triangular hoops. The part of the earring that connected to her ear was one of the triangle's points. She wore a white shirt that had no sleeves, but the shoulders of it almost ended in a point. On her wrists she wore two sets of bracelets. The bigger of the two was gold and the other was blue. On her left hand, she had two light purple rings on the middle finger, a gold ring on the index finger, and a light red ring on her thumb. On the right hand, she wore a gold ring on the thumb, a light red ring on her index finger, and a light purple ring on her ring finger. She wore a long dark purple dress with a thin line of gold and then a light purple at the bottom. The dress went almost all the way to her feet, stopping so a part of her shins could be seen. Her left ankle had a gold bracelet around it. On her feet, she wore what looked like elegant sandals. The overall look gave her a kind of African tribal look. Her name was Ororo.

Jean used her telekinesis to deposit Spyke in front of Ororo. He lay there for a moment before Ororo spoke.

"Evan." The tone she use was of a parent reprimanding her child. At hearing this Spyke thought "_Busted._"

"Yes, Auntie O," he said as he stood up. He tried to sound innocent, but he knew that he was caught.

"How many times have I told you NOT to skateboard in the mansion." Ororo said with her hands on her hips.

"5 times." Spyke replied, trying but failing to make a joke. At hearing this Ororo walked over and grabbed his ear. She then preceded down the hall with Spyke occasional shouts of "ouch" and whines "Auntie O".

This caused Jean to let out a chuckle. Charles too couldn't help it, and let out an amused sigh. With that out of the way, Charles and Jean walked down the hall in the opposite direction, heading to the dinning room. They passed all kinds of statues and paintings that looked expensive.

"So Professor, how are you this morning? Anything new happen?" Jean asked.

"I'm doing great. And a matter of fact, yes, it seems that we might be getting a new student today. I'll explain more about it at lunch," replied Charles.

When they got to the dinning room, they saw that the 20 foot table was all set up and that the other students and teachers were just arriving too. They were going to be having burgers, hotdogs, and other types of food from the grill. Currently, only about half the table was being used.

Charles sat at the head of the table. To his left sat a tough looking man. He was sitting at the table reading the paper. He wore blue jeans and a black muscle shirt that showed off all of his muscles. His hair was done in a way that almost looked like he had pointed ears, with a few bangs hanging in front of his face. His overall look gave him an animalistic air. His name is Logan.

To Charles right, Jean sat. Next to her sat a tall boy. He looked to be 17 or 18. He wore a soft blue sweater with the sleeves rolled up to just below the elbows. Underneath this was a yellow shirt, which could be seen at his neck. His hair was brown and short, with the bangs hanging so that they slightly shadowed his forehead. On his feet he wore a pair of nice brown shoes. The thing that stood out the most about him was the dark red shaded sunglasses that he wore. His name is Scott.

"So where is everyone else?" Charles asked no one in particular.

"They're on the way down right now." This was said by Ororo who just walked in the doorway with Spyke right behind her looking saddened.

She sat down next to Logan and Spyke sat next to her. As Spyke was pulling out his chair, a girl walked threw the doorway. It was obvious that she had a Goth style. Her skin was pale as if she never saw day light. She wore a black tang-top with thin straps over the shoulders. that left her stomach exposed. Over this she wore a long sleeve t-shirt, made out of a see through fabric and had a green tint. She had black gloves on her hand. The part of the glove on the back of her hands had what looked like a rectangle cut out. Around her wrist and neck she had black leather studded bands. On her waist she wore a short black skirt. It ended half way down her thigh and was a very shiny material that looked like leather. Black stockings covered her legs and on her feet were black leather boots with slightly green buckles. Her name is Anna Marie, but no one called her that, most didn't even know her real name. They just called her Rogue.

Rogue took the seat next to Spyke. The others at the table were talking and when she saw the depressed look on his face, she asked so the others couldn't hear "What's got ya down, porcupine?"

He looked at her and replied in a sad quiet tone, "Auntie O grounded me for the next month and on top of that she took my skateboard away."

"Ya shouldn't have been skateboardin' inside," replied Rogue, as she started to put food on her plate.

As everyone was talking, a girl walked throw the wall opposite the table. She looked to be around 14. She wore a long sleeve pink shirt. It buttoned up the front and she wore it with only one button done. Under this she wore a very pale yellow tube top. Her pants are a pale blue and ended at her shins with a pink ring at the bottom. On her feet she wore brown sandals. Her name is Katherine Pryde, but every one called her Kitty.

At the same time that Kitty was phasing through the wall, there was a popping sound accompanying a small cloud of smoke and then a kid appeared in the door way. He wore a long sleeve red shirt and over this was a light tan buttoned t-shirt that he left unbuttoned. His pants were a dark greenish tan. His hair went to his shoulders and his bangs framed his face. It was a dark blue and matched his lighter blue fur very nicely. He had pointed ears and his hands only had 3 fingers. His feet were extended so that he had to walk on the balls of his feet and there were only two toes. His irises were a very pale yellow and his canine teeth were slightly extended. And to top it all off he had a tail that end in a triangle. The overall look gave him a demonic appearance. His name is Kurt.

Now normally this (Kurt's appearance out of thin air, the way he looked, and Kitty walking through walls) would freak people out, but this was normal at the Institute.

Kurt saw the food on the table and said "Mine favorite, burgers." His voice had a heavy German accent. He disappeared and reappeared in the chair next to Scott. "Let's dig in." Kurt proceeded to pile fries, a couple hot dogs and a burger on his plate.

As Kitty was sitting down next to Kurt, she saw what he was putting on his plate and couldn't help saying "Kurt, do you like totally know what that stuff does to like your arteries and stuff."

"Mnum numb, bumm ummh." Kurt replied with his mouth full of food. A few specks of food even came out.

"Like gag me with a spoon, Kurt, that is so totally gross." Kitty looked sick as she put her vegetarian burger down.

Clearing his mouth, Kurt said "I don't care. I like burgers so very much so." Then he continued to stuff his face.

"Now that everyone is present." When Charles stated this, every head turned his way. "I got a call from an old friend of mine that I haven't seen or heard from in ages. It seems that his granddaughter will be staying with us for a while."

Ororo was the one to speak first, "What's her name?"

"Gwen Tennyson. Scott, Jean, Logan. You will be accompanying me to pick her up after lunch." Charles announced.

"Where will we be picking her up, Professor?" asked Scott.

"Bellwood in Washington," answered Charles. With that said, they all finished eating and everyone went along to do what they had planned, except for Charles, Jean, Logan, and Scott. They all walked in the same direction and down a hallway.

At the end of the hallway were elevator doors. There was a touch screen next to the door in the shape of a person's right hand. Charles lifted his hand from the controls of his chair and placed it on the screen causing the doors to open. They all got on and when the doors closed, it went down.

"So Chuck, is this kid related to who I think she is," asked Logan. "_If she is then our lives are going to get complicated."_ He thought for a minute about kids with mutant powers. "_More Complicated_." He corrected.

"Yes, she is. Gwen is the granddaughter of Max Tennyson." Charles answered without even looking at him.

"Great, just great. So how is the old sea dog, anyway." replied Logan.

"He is doing fine, Logan."

"Charles, you know that if she is anything like Max, then she's gonna attract trouble like a magnet."

There was silence after this and it was to much for Scott's curiosity. "It sounds like you know him, Logan."

"You could say that Slim. Max and me were involve in some secret and scary government stuff back in the day."

"So wha . . ." Jean started to say, but was interrupted by Logan.

"Don't even ask, Red. I would probably have to kill you if I told you."

There was an awkward silence after he said that. Scott and Jean simultaneous thought "_He can't be serous._" Before either of them could voice this the doors opened and Logan walked off.

"He wasn't serious, right?" Jean asked Charles.

He didn't answer for a couple of moments. "I have learned that there are some things you can't ask Logan." After saying this, Charles used his chair to move off the elevator.

Scott and Jean looked at each other and shrugged their shoulders. They just chucked it up to another thing they will never learn about Logan. They then followed the professor down the hall.

The hall that they were in was round and had control panels about every ten feet. The place looked like a military base. They walked down a few corridors and took a couple of turns. They walked through one doorway and it lead to a large room. It was a hanger, you could tell by the huge plane in the room. It was a custom built plane based of a Lockheed SR-71. The plane was modified to carry several passenger, as well as for vertical take off and landing. They called it the Blackbird.

They boarded the Blackbird and quickly got in their seats. Logan sat at the controls on the left and Charles took the right. And off they went down the take off tunnel. The Blackbird flow out of the cliff side that was behind the mansion. The entrance to the tunnel was hidden behind a waterfall.

Thirty minutes later and they landed at Bellingham International Airport. They went to the main building to meet up with the Tennysons. They didn't have to wait very long.

"Charles, over here!" they heard yelled. Charles looked over and saw five people standing near the entrance. There were two pairs of adults and a teenage girl standing between them. Jean, Scott, Charles and Logan observed their details.

On the far right was an average looking man. He looked to be about 35. He wore a plain looking grayish blue suit. On his face were glasses and his hair was a light brown. Next to him was a woman that looked about the same age. She wore a green long sleeve shirt over a white blouse with a pair of blue pants. On the far left, was a heavy set man that looked around 60. He wore a bright red Hawaiian shirt with pink flowers. Underneath this he wore a white under shirt. His pants were a light tan. His gray hair was slicked back. His overall look gave him a happy grand-pa appearance. Standing beside him was a elderly looking lady. She looked around the same age as the man in the Hawaiian shirt. She wore a light gray cloak. It had a piece of clothe that covered her shoulders and connected in the back. There was also a hood, that was bunched up around the back of her neck. In the front of the clock was a circular piece of metal. The look she had was that of a slightly crazy grand-ma, that was a hippie in her day.

The girl standing between the adults looked to be about 16. She wore a white shirt under a red sweater with a black mini skirt. On her legs, she wore black stockings and black high heels. Her hair was light red, almost orange, and was slicked back into a long pony tail that went down to the small of her back.

Charles, Jean, Scott and Logan moved over to these people. When they stood in front of them, the man in the Hawaiian shirt reached out his hand to Charles and said "Charles, it's been so long."

"Yes it has Max." Charles replied as he shook Max's hand. They released hands and then Max proceeded to introduce his family.

"Where are my manners, this is my wife Verdona," he indicated to the woman standing next to him. Max continued "Standing over there is my son, Frank and his wife Natalie." Then he paused as Frank and Natalie said hello. "And this" Max placed his hands on the teenagers shoulders "is my granddaughter, Gwen."

"Hi." Gwen said in a quiet voice that showed her nervousness. Jean heard it and thought "_Maybe hearing from a student will calm her nerves."_

"Hi there Gwen, I'm Jean and that" she pointed at Scott "is Scott. We both live at the Institute. And that is Charles and Logan." Jean pointed at both of them. "They teach at the mansion."

"Do you guys have . . . special gifts too," Gwen asked. Her voice was still quiet, but it had lost the nervousness.

This was answered by Charles. "Yes, Gwen. Everyone at the Institute has special gifts. We can discuss this more in private if you want." "_Don't want too many to overhear,_" he thought. They were in a crowded airport and he didn't want the secret of mutants to be exposed yet.

"That would be nice," Gwen replied as she thought "_I would love feel not so alone anymore. To fit in, but what if . . .No I'm not going to dwell on it. I'll hold out hope, . . but I don't want it to rule my life."_

Jean and Charles had felt the emotions that Gwen was feeling. It felt like something was weighting down her heart, but she was trying to move on. Charles hadn't told anyone what happened to Gwen and her family, but Jean now knew something traumatic happened to her just not what it was. Jean wouldn't pry but she was going to make sure that Gwen knew that she would be there for her.

With the introductions over Jean, Scott, Charles, Verdona, Gwen, and her parents started to head to the Blackbird. Max and Logan stayed behind. When the others looked to see what was going, Max just waved them on and said "Go on. Logan and I have some things to discuss. It won't be too long." The others continued on and went to board the Blackbird.

Logan had been staring at Max the whole time. He had a look as if he was pissed off, but that was a look that Logan had on his face a lot of the time so it was hard to tell. Max put his left hand out for a hand shake. Logan looked at it, then grabbed Max's hand with his and gave it a good old squeeze. What he did next would have shocked anyone that knew Logan. He pulled Max into the typical one armed man hug, which Max returned. It was really quick, but still something Logan doesn't normally do.

"So, how are ya, you old sea dog? You still a plumber?" Logan asked with a smirk.

"I'm good and retired. Spending my days relaxing," Max replied.

Logan looked at his old friend and said "You retired." He paused and continued "That's so unlike you. What happened?"

"Verdona got pregnant with Frank and Carl. I didn't think that was the type of life to live with a family at home," Max replied.

"Max, what's up with the kid. She seems so . . . sad," Logan asked. "_Something is up with her. I can smell it. I have to know."_

Max hearing this sighed. "_He's never going to let this go_." Max knew Logan. The man can keep a secret. "Well, I'll tell you. But DON'T bring this up with Gwen, she will talk about it only if she feels like it." With that said they walked to a near by coffee place to sit and talk.

-34 Minutes Later-

"Where are they!," shouted Scott as he stood in the cockpit of the Blackbird. Jean and Charles were showing Gwen, Verdona, Frank and Natalie around the Blackbird. They were trying to kill time while they waited for Max and Logan. Charles had already explained about the Institute and what Gwen would be learning there. Gwen would be attending Bayville High School with the rest of the students.

Gwen had asked about the other students, but Charles said "I think it would be best if they introduced themselves when we get there." She was disappointed about that but saw the reasoning to it.

Scott was just about to go and look for Max and Logan when they walked aboard the Blackbird. Scott was going to say something to them, but when he saw the look on their faces, he thought "_What happened?_ _They look like someone died. Logan looks like he is going to rip something to shreds and Max, he looks lost in depressing thoughts."_ So he decided to say nothing and to definitely stay out of Logan's way for a while.

When Max saw Scott, his look changed to a happier one. You wouldn't have been able to tell he looked sad a moment ago. Logan didn't try to hide his mood, he just took a seat in the back of the cockpit with his hands clenched tightly.

"So where's ..." Max didn't finish his sentence because a pair of feminine arms wrapped around his back. He turned around and saw that it was Verdona. She had sensed Max's emotional pain and went to comfort him. Looking into his eyes, she felt the pain behind that smile.

"_I know why you are sad and I'm here sweet man._" Verdona said to Max telepathy.

"_I know doll,_" Max replied as he returned the hug.

To anyone looking on, it just looked like an elderly couple hugging each other. Jean even thought "_I hope to find someone and still be deeply in love at that age._"

Verdona heard that and smiled. "_You don't have to look far. I felt the mana connection between you and Scotty boy. It's only a matter of time._" She slowly released Max and looked around. She saw that the others had followed her from the back into the cockpit and said "Now that everyone's here, Gwen can say her farewells."

Gwen turned to her parents and said "Bye mom, bye dad. I'll miss you." She had walked over to hug them. Natalie and Frank got teary eyed and fully returned the hug. Natalie was to choked up to speak. It may be only for a while, but her baby bird was leaving the nest. Frank took what strength he had and replied "We'll miss you too Gwenny." They disengaged the hug and Gwen walk over to her grandparents.

Gwen looked at Max. "Grandpa. I'm . . going to . .miss you," she said with tears in the corners of her eyes. Her voice was stressed from trying to hold in the tears. It was strange, but Gwen felt closer to her Grandparents then her parents. She also spent more time with them.

"I'll miss you too, pumpkin." Max had tears streaming down his face. His only granddaughter was going away and he wouldn't see her as often now. This plus the painful memories brought up by talking with Logan had pushed him to his limit. The only reason that he wasn't sobbing was because Verdona was physically supporting him. Max gave Gwen a bear hug and she returned it with equal force. They let go of each other and Gwen turned to the last person to say good bye to.

Gwen couldn't lift her face to look at her grandma. Tears were dripping off her face to the floor. She was especially close to Verdona, the woman who taught her to use her powers. This was because their powers were the same.

Before she could say anything, Verdona spoke to her telepathically."_Gwen._" The girl felt Verdona's hands cup her cheeks and lift her chin, so that they could look into each others eyes. Verdona felt her heart break at the sadness that radiated from her grand-baby. She leaned her forehead forward so that it rested on Gwen's."_Kiddo, this isn't goodbye forever, just for now. So don't be sad. All you have to do is think it strongly enough and I will hear it. And if you work at your teleportation spell, you will be able to visit anytime you want._" After Verdona said this, she lowered her hands and raised her head. She was about to take a step back when Gwen throw her arms around Verdona's neck. Verdona responded by wrapping her arms around Gwen's back. They broke apart and Gwen went to stand next to Charles, Scott, and Jean. The other Tennysons started to leave the Blackbird. As Verdona left the plane, she turned around and looked back at Gwen and the others. "Gwen, show them what a Tennyson can do," Verdona shouted. With that said, the Tennyson family left completely, leaving the teen in Charles' hands.

Charles, Gwen, Scott, and Jean took their seats and readied to leave. Scott piloted this time with Charles in the copilot seat. Jean sat across from Gwen and Logan still sat in the back, looking like he was going to rip something to shreds.

It took them thirty minutes to return to the Institute. When the plane was fully stopped and in place, Logan was the first one off with a mumble of something that sounded like "Going to the Danger Room." Gwen wanted to ask about that, but thought better of it. "_That guy is pissed off._"

Jean, Scott, Charles, and Gwen exited the Blackbird more calmly. Gwen was surprised by the look of the place. "_Looks like a military base. Crap, I hope I didn't just get kidnapped to become a weapon. . __.or to be . .. experimented on._" Charles heard this and was quick to reassure her. "Gwen, this is a place of learning control. Sometimes people's powers are destructive and need a private place to use them."

"Well, that's good to know," replied Gwen.

From there on they walked with a comfortable silence. They made their way up to the main part of the mansion. Charles decided to use his telepathy to call all the other students to his office. "_Attention everyone, our new student has arrived. I would like it if everyone could come to my office to meet her._" His office would be big enough for everyone and it had a comfortable feeling. It had a large fireplace with two coaches in front of it. They faced each other with a coffee table between them.

By the time Jean, Scott, Charles and Gwen made it to the professor's office, everyone had already showed up. They were excited to meet the new student. When Gwen's group entered, Jean and Scott went and stood by the fireplace.

Rogue sat in the middle of the couch on the left. Kitty sat on her right and Kurt sat on Rogue's left. Kurt didn't look like a blue elf because he was wearing an image inducer that disguised him as a normal human. "_I don't vant to freak her out,"_ he thought. On the other couch sat Evan and Ororo.

"Everyone, this is Gwen Tennyson. She has just joined the Institute. Please make her feel at home," Charles said.

Gwen looked at everyone present and quietly said "Hello."

Evan was the first to reply to her, "Hey, I'm Evan. But everyone calls me Spyke."

"Why do they call you Spyke? Is it because of your powers?" asked Gwen. Everyone present was surprised by this. It seemed that Gwen was on top of her game.

Evan didn't say anything at first. He stood up and gained a look of concentration on his face. His legs were spread apart with his elbows to his side. His palms were facing up with his hands clenched into fists. His stance scream, powering up. Then out of nowhere spikes protruded out of his skin. His back was now covered in huge brown boney spikes. These spikes were also on his forearms.

At seeing this, Gwen thought "_Those look razor sharp._" This was her only reaction to what happened, which was noticed by everyone. They thought that she would be more surprised by what happened.

"Nice, isn't it." said Spyke.

"Looks useful in a fight," replied Gwen. This seemed to get the ball rolling on the introductions. Next to introduce themselves was Ororo.

"I'm Ororo and I'm a teacher here," she said. Then she raised her hand and her eyes glowed white. Out of nowhere there was a loud boom of thunder, a strike of lightning and it started to rain outside. "My ability is to manipulate the forces of nature." And just as quickly as it started. the storm outside ended.

"That's amazing," said Gwen in awe.

Next to introduce themselves was Kitty. She stood up and walked towards the coffee table saying "Hi, I'm like Kitty. And this," just as she was about to walk into the coffee table, she instead went through it, "is so my power." After saying this she went back to her seat.

Rogue had been watching the show and tell, thinking "_This is aggervatin. Yall thank ya powers are so great . . . and they are. At least they can touche people._"

Gwen looked at Rogue. She was next in line to introduce themselves. Rogue had been so lost in thoughts that she didn't realize Gwen was looking at her expectantly. When she did realize, she said "Ma name's Rogue and I can absorb the powers, abilities, and memories of anyone I touch with ma skin." Her tone had a slight hint of defeat and resignation.

"You have no control over it, do you?" Gwen asked.

"How'd ya know?" replied/asked Rogue.

"I didn't until you just told me," said Gwen.

Rogue sighed, crossed her arms and sat further back into the couch. "_That was stupid,_" Rogue thought.

Gwen continued "And the fact that all of your skin is covered. It kind of makes it obvious."

"_She's smart and pretty," _thought Kurt as he stood up. He wasn't going to take his holo-inducer off, he wasn't ready to be unnormal again. "_I'll tell her after she gets to know me._" He was going to try to impress Gwen by teleport next to her, but before he could even start, Gwen stopped him.

"Before you start, I want to meet the REAL you," Gwen said.

"Vhat do you mean? This is the real me." Kurt said as he pointed to himself with his hands. He wasn't very convincing. The tone of his voice and his body language said he was lying. Kurt knew that he was going to have to show her, just one look at Charles said that. "_And it is the right thing,_" he thought.

Before anyone could say anything, Gwen continued speaking. "Don't worry I won't judge you." She bent down and went through her bags. It took her a bit to find what she was looking for. When she did, a small look of triumph could be seen on her face. The item she pulled out of her bag was a photograph album. She took it and walked over to Kurt.

Gwen opened the album and pointed at a picture."This is my grandma," she handed it to Kurt, "in her true form."

Kurt looked at it and was surprised. The picture was of a purple skinned person. They wore no clothes. The only indication that it was female were her breasts and she had the right curves. It wasn't indecent because she had no intimate features. It looked like she was wearing a skin tight body suit. She had no nose. Her hair wasn't hair, but pink glowing energy. Her eyes glowed the same color. The picture was of her looking down from the sky and waving at the camera.

"She told me if I ran into a student that looked unusual, I was to show them her picture," Gwen said to Kurt. "She said that it doesn't matter what is on the outside, but the inside. So what do you say?" She smiled at Kurt. When he saw it, he know that Gwen wouldn't judge him and it encouraged him to show her his true form. He touched the image inducer on his left wrist and he went from normal looking to blue elf/demon looking. He waited with eyes closed for the shock, even though she said she wouldn't, everyone else felt at first.

Kurt waited for what seemed forever, but was only a few moments. When he opened his eyes, he saw that Gwen was standing there smiling like nothing was the matter. She didn't even flinch at seeing him.

"So this is what you were worried about?" Gwen said. "It's not that bad." Then she had to suppress a chuckle. "At least your hair doesn't glow in the dark." She then burst out laughing, when this happen Kurt thought she was making fun of him. He quickly got a small look of defeat on his face. Gwen saw it and quickly stopped laughing and said, "Sorry, I'm not laughing at you. I was just remembering when I was little. When I first saw my grandma's glowing hair, the first thing I said was "I want glowing hair too." My grandma cracked up and told me that with enough practice and time, I would."

At hearing this Kurt's spirits were raised. He teleported over to Gwen's bags, grabbed them and teleported back over to her side. Kurt handed the bags to Gwen, who put them next to her on the floor, and said "My names Kurt and I yust have two questions. First, how did you know about" Kurt gestured to his body "and vhat are your powers?"

Gwen looked at Kurt and said "The answers to those are one and the same." Her eyes glowed pink. "I can manipulate and control mana, the supernatural life energy in all living beings." She proceeded to use her powers.

She looked at the coffee table. Kurt had left her photo album on it. She raised her hand with the palm facing the table. Her hand was then surrounded in a sphere of transparent pink energy. A beam of the pink energy shot out and hit the album. Just as the beam hit it, she closed her hand and the energy wrapped the album in another sphere. Then the energy started to bring the album towards her, until it was in her hand. Her bags all of a sudden were surrounded in pink energy and started to float in the air. They slowly spun around her a couple of times, until they stopped and just floated there, next to her. One of them opened themselves and she put the album back in it and it closed itself. Her eye's glowed (the same color as the energy) the whole time she did this. Everyone was surprised by her powers. It was like she had telekinesis, but with pink energy involved.

Gwen turned to the Professor and said "If everyone doesn't mind, I would like to go to my room and unpack my things, it's been a long day for me."

"That's fine Gwen," said Charles. He lead her out of his office and down the hallway. Gwen followed a few feet behind him and her bags were floating behind her. It wasn't long until they reached what would be her room. It was a really nice room too. The room was about 30 feet by 26 feet. There was a full sized bed, it's headboard rested against the middle of the wall to the left of the doorway. On the left side of the bed was a dresser with a mirror and on the right was an empty bookcase. To the right of the door was a cabinet closet. Next to that was a desk and chair.

The room was more then Gwen expected. She turned to Charles and said "Professor Xavier, this is too. . .", but was interrupted by Charles.

"It is fine Gwen. All the students get their own room while we have the space." He turned to Gwen fully. "When we get more students, you might get a roommate, but until then it's all yours."

"Thank you, Professor," Gwen said. "I'm going to unpack and then rest for a bit."

"Then I will leave you to it. I will sent someone up to get you for supper," Charles said as he turned to leave.

After the Professor left, Gwen started unpacking her bags. The energy that was holding up the bags left them, leaving them on the floor next to the bed. The first bag had all her clothes. She put them away first and then started on the second bag. It was the one that had the photo album. From this one, she pulled a small tan purse type bag with a brown strap. Gwen put it in her hands and looked at it. The bag had a face on the side of it. The right eye was a pink button and the left was a brown "X". The mouth was a zipper with brown lips. She unzipped the mouth and it was shown that the teeth of the zipper weren't normal, they were triangular in shape and look razor sharp.

Out of the mouth she started pulling out items. First, came out a crystal ball, this then flew over to the empty bookcase and placed itself on the top shelf. Then, books flew out and went to the bookshelf until it was full. A laptop came out and settled down on the desk. She put her hand inside the bag and pulled out a framed picture. She looked over the picture. It was of her mom, a nine year old Gwen and a pregnant woman. She looked like she could pop at anytime. The expectant mother was Sandra Tennyson, Gwen's aunt. She was wearing a red long sleeve shirt with dark brown pants. Her hair was a bright blonde. Her face had a hard look to it, yet soft as she looked down at a young Gwen. In the picture Gwen stood in between the two women, her mom on her left and Sandra on her right. Sandra's left hand was on top of Gwen's head and the other was holding her pregnant stomach. Natalie (Gwen's mom) stood slightly behind her daughter with her her right arm draped over Gwen's shoulders. Her left hand was waving at the camera.

As Gwen remembered that day, she couldn't help the tear that dropped down onto the picture. She gave a sigh as she silently whispered "Ben."

Gwen took the picture and put it on the dresser. She looked into the mirror. "_I have to get over this._" She wiped her eyes and went to sit on the bed. Originally she was going to take a nap, but not now. She always had nightmares after thinking about Ben. "_I wonder what time it is?_". Looking around, she realize that there weren't any clocks in the room and sighed. "_I'm going to have to get an alarm clock._"

Gwen looked at the bookcase. One of the books glowed pink and then flew over to her. It was a book about chi, the life-force in Chinese culture. Most of her books were along these lines. She decided to read until someone came and got her for dinner.


	2. Chapter 01 part 2: Poor Kurt

Author's Note:

So it's the second part. Sorry to took so long. I don't really have an excuse why, it just kind of happened. Anyways, I would like to thank those who put my story on their Favorite and/or Alert lists.

alchemists19

Blood Brandy

bric

Fenrir of the North

Friendlyneighborhoodsp

GenoBeast

inuboy86

Kuro Arashi

Neo Rider Double Xtreme

ted009

The Quarrelsome Sage

themarkiscookin

Thank you so much. It makes me feel so good inside to know that you liked it.

Now for those who reviewed. A special thanks to you. You get a hug and a cook from me (smiles). I really do appreciate reviews. They help motivate me to write more. If you have any comments/questions/suggestion/anything, you can review (I will answer all reviews) or you can message me. Now for me to comment on my reviews.

**alchemists19**: Thank you!

**GenoBeast**: Thank you!

**Mystique**: When I first read your review, I thought it said "Mystique, I am interested." It took me a day and to look at your review again to realize that Mystique was your name. (laugh). I have one more part after this to review and edit.

Now I'm going to respond to your reviews together because they are basically the same, no offense. If you want to know where I got the idea for this crossover, I had read a story by dracohalo117. I like the theme so much that I wanted to write one like theirs just so there was more to read. I didn't want to out right steal their story, so I started to think about it. It was when watching X-Men: Evolution and Ben 10 series, I saw something in X-Men: Evolution that made me think of Ben 10. It was just a small connection, but from it bore this. I'll tell you more later, I don't want to ruin it for you.

**The Quarrelsome Sage**: Don't worry there will be more. I have one more part after this to edit. Then back to Medical Strings. That one needs a little editing. After that, I don't know, maybe one more chapter of this then I might start a new story. I don't know.

Back to the author notes. Anyway, with Kurt's and Rogue's accents, I'm only going to change a few works. I don't want Kurt to sound like Count Dracula. I also don't want Rogue to sound like a backwards hick or something. That will be why their works will be a little . . . erratic or something.

Speaking: "Hi, I'm Bob."

Thoughts: "_Did I lock the doors?_"

Physic Speaking: "_Bob, you left the doors open._" "_Thanks Mike._"

Omni Evolution: CHAPTER 1 PART 2: Poor Kurt

It had been a few hours since Gwen had arrived. After Charles left her, he returned to his office and told the others to give Gwen some space until dinner. So they went and continued with what they would normally do.

-Kitty's Room-

Kitty and Kurt were working on their homework for Monday. Kurt was laying on the floor with his left hand propping him up, while the he wrote with the other. Kitty was siting on her bed with her books on her lap.

"Kitty, I don't get this algebra question," Kurt said to Kitty.

"Like let me see it." Kitty pushed her books to the side and took a look at the worksheet he was working on. "Well, first yo . . ." She was interrupted by a knock at the door. "Come in," Kitty said as she and Kurt turned to see who was at the door.

The door opened and in walked Ororo. "Hello Kitty and Kurt. Can you two go get Gwen for me? Dinners ready."

"No problem, ve'll go get her now," Kurt replied quickly. Before Kitty could say anything, Kurt grabbed her hand and teleported away. He was excited about the new girl and wanted to get away from his homework. "_Any excuse not to do homevork is ah good one. And it doesn't hurt that it involves ah pretty girl._"

Kurt and Kitty appeared before Gwen's door. Kitty was coughing because of the teleportation's smoke. She turned to the blue furred mutant and shouted, "KURT! Like totally warn someone when you are like going to do that. It totally smells of like rotten eggs."

"It's not that bad," Kurt replied, almost sounding dismissive. He turned to look at Gwen's door. As he went to knock on the door, Kitty could be heard mumbling "I think I like swallowed it."

"Gwen, it's Kurt and Kitty. Ve're here to get you for dinner," the blue mutant said.

"Just a second," replied Gwen. They waited for just a few moments before Gwen opened the door. When she stepped out, she had her bag strapped around her waist, so that it rested on her right hip.

Kitty saw the bag and wasn't so sure what to say about it. "I um . . like you bag." The way she said it wasn't very convincing.

"Thanks?" replied Gwen.

"I think it's cute," said Kurt. He went to touch it, but before he was even an inch away from it, the bag's mouth opened and snapped at him. Kurt clutched his hand to his chest as he though "_Those look sharp._"

"Did she get you?" Gwen asked, reaching out as if to grab his hand.

"No, I'm alright. See," replied Kurt. To show her, he waved his hand at her.

Kitty was standing there just watching. She was too shocked at first to say anything. "_Did her bag move on it's own?_" It took her a couple of minutes for her to respond, but she eventually did. "WHAT IS THAT THING!"

"Calm down, it's just Saifu**.** She's my magical bag," stated Gwen. Her tone said that this was normal for her.

"_Magic isn't real,_" was the similar thought of Kurt and Kitty, but Kurt was the one that voiced this.

"There's no such thing as magic," he said.

This Gwen countered with "Just as there is no such thing as mutants." With that said she walked down the hall towards the dining hall or at least were she thought it was. Kurt and Kitty found it hard to dispute what Gwen said. If you asked most, they would say that super powered people didn't exist. They quickly gathered themselves and followed her down the hallway, the whole way asking and discussing the reality of magic.

Everyone was gathered in the dining room, waiting for Kurt, Gwen, and Kitty. They were waiting patiently, well most of them were.

"Yo, can we start eating. I'm like starving over here," said Spyke. He was seated to the right of Charles, who was sitting at the end of the table. It was easier this way with his wheelchair. Plus he was the Professor, and it just seem right to everyone at the mansion that he sat at the head of the table.

"Evan, that is rude," Ororo replied. She was a little embarrassed by his behavior. Her seat was right across from her nephew. "_I thought grounding Evan would put him on his best behavior, especially with a new student at the mansion, but I was wrong_." She was going to say more, but Charles beat her to it.

"Show a little patience Spyke," Charles said.

"Well, we don't usually wait. Everyone knows the time for supper is 6:30. It doesn. . .," Spyke replied, but was interrupted by Charles.

"And we don't usually have a new student," Charles said. It was when Spyke heard this, that he realized why they were waiting. "_To be polite to Gwen,_" he silently thought.

Spyke was quick to say "I'm sorry" as he hit his forehead with his open palm. "_Dude, I'm so stupid._"

"That is alright Evan. As I said, you just need to show more patience, it is a good ability to have," replied Charles. He was going to explain a little more about Gwen's situation, but just then they could hear Kitty, Kurt, and Gwen. He didn't want to explain it in front of her, so he waited. Everyone could hear laughing as they entered. They turned and in walked a giggling Gwen and Kitty. The two girls turned to look back down the hallway they had just come from.

"Come on, (laugh) it like isn't totally that bad," Kitty said as she tried, and failed, to suppress her laughter.

"Kurt, I just need to locate the reversal spell and then you'll be back to normal," Gwen said in a soft comforting tone. She quietly opened the spell book in her hand and started looking for a spell that would work. She honestly felt bad about casting a spell on Kurt.

"Fine. . .But you guys better not laugh," Kurt said the last part loud enough so that the people siting at the table could hear him. He then teleported into the room in front of the girls. What everyone saw was shocking. Somehow Kurt's fur went from blue to bright pink.

Charles just folded his hands together with his elbows on the table and rested his chin on them. Ororo turned partiality around (so she could keep an eye on Evan) and gasped. Scott and Jean (who where sitting next to Ororo respectively) turned fully around. Scott raised an eyebrow with a look on his face that said "you don't see that everyday" and Jean had a blank look on her face. Spyke was going to give an smart ass remark, but a look from his aunt told him to shut it. Logan (who was sitting next the Spyke) didn't have anything stopping him from saying something.

"Well I guess I should start calling you Fairy instead of Elf now," Logan said with a smirk on his face. This seemed to be to much for Rogue (who was next to Logan), who started cracking up.

"(laugh) That's (laugh) priceless (laugh)," Rogue said between laughter. This was surprising, usually Rogue would laugh a little and then go back to her moody self. Seeing her crack up was everyone's breaking point. One by one, the people started laughing. They weren't trying to be mean, it was just too funny.

Kurt didn't find this funny at all, it just felt bad to him. He feared something like this would happen one day. He might like to make people laugh and all, but that was when he was trying to be funny. This wasn't one of these time. He was going to teleport away, but was stopped.

Charles and Jean felt what Kurt was feeling and were going to put a stop to the laughs, but someone else had felt Kurt's feelings and beat them to it.

"SILENSEO," shouted Gwen. She had felt bad about this whole thing in the beginning, but now she felt horrible. So she cast another spell, an enchantment of silence. Everyone that had been laughing, found that they couldn't make a sound. It was as silent as a tomb, as the ones effected by the spell tested their voices to see if they would work. Gwen walked over to Kurt and put her hand on his shoulder.

"I'm really sorry Kurt," she said as she lead him into a seat next to Jean and she took the one next to him.

Kitty stood in the door way for a few moments and then took a seat next to Rogue. She was kind of in shock from not beeing able to talk and didn't want to sit near the one that caused it at the moment.

Kurt could tell from Gwen's tone that she was genuinely sorry and felt horrible about it. "So, how long vill they be silent," he gestured to the ones at the table.

"Well it depends on how much noise they were making at the time the spell was cast," Gwen replied. This made a few of the people at the table nervous and caused Kurt's mood to lighten. He thought for a minute and then burst out laughing. "You mean they can't talk at all?"

"Not just that, they can't make any sound," confirmed Gwen. This caused Kurt and everyone else to stop for a minute. Gwen reached down to her bag, unzipped it and pulled out a small metal bike horn.

_"Vhy does she have that in there?,_" thought Kurt.

Gwen looked over to Kurt and gave the horn a squeeze, causing it to made a loud honking noise. She then handed it to Kurt, who turned it around in his hands and looked at it confusedly until he decided to speak.

"Vhat does this got to do vith them making noise?" Kurt asked and as if to enforce the question, he honked the horn.

"I just wanted to show that it worked. Now give it to Kitty," Gwen said.

Kurt gave her a doubtful look, but threw it to Kitty. The horn went in a large curve and landed softly in front of the girl. Kitty was still in a little bit of a shocked state. The horn gave a squeak as it landed and that seemed to give her a start. She sat there just looking at the horn like it was going to bite her. Everyone was watching to see what would happen.

After a few minutes of waiting, Gwen said in a soft tone "Kitty," at which said girl looked up. "Give it a try."

Kitty hesitantly picked it up and gave the horn a squeeze. Everyone, except Gwen, was shocked as it didn't made a sound. She tried it a few more times with equal results. Kitty dropped it as if it had the plague.

As Gwen started speaking again everyone turned there attention to her. "As I said, they can't make a sound. At all," she said this with a factual tone.

When realization hit Kurt, he fell right out of his chair with laughter.

"I hope that they will gain back their voices by Monday, Gwen," said Charles. He looked at the shocked faces at the table and could tell, without reading their minds, that they wanted to why he could talk and they couldn't.

"I was effected, it just didn't last very long because I only gave a chuckle. I was more curious as to how Gwen altered Kurt's color, than amused by it," Charles said.

This reminded Gwen that she needed to find a reversal spell for Kurt. She quickly opened her spell book and started to look through it. She decided to answer Charles's indirect question as she looked.

"I can manipulate mana. People that can do this can cast spells and other magic. Some people are born able to do this better then others, but that doesn't mean that it can't be learned by anyone. It just means that some have to take years of training to do it. If an. . ." Gwen's explanation was cut short by Ororo's stern voice.

"Evan Daniels! What do you think your doing!" She had an angry and disappointed look on her face. Those around wondered what the matter was and why she could talk already. The first was easy to answered by looking next to Spyke. On the floor was a plate smashed to pieces.

Spyke had been listen to Gwen and thought "_No sound at all. I wonder . . . _" He had picked up his plate and held it in the air at his side. Then he dropped it, waiting for the crash, yet it never came.

Spyke thought "_It made no noise, that's just plain freaky._" He turned to face his aunt and saw that she was waiting for an explanation. He tried his voice but nothing happened. Giving a defeated look to his aunt, he shrugged his shoulders.

"We'll speak of this later. . .that is, when you can speak again," she said with a slight chuckle to her voice. At hearing this Spyke slumped back in his chair, crossed his arms and had a look on his face that was almost a pout. Ororo laughed a bit at his look, which was followed by everyone contributing to it, even if they still couldn't make a sound. This seemed to lighten the mood for the rest of the meal.

The meal was eaten in mostly silence. The people that could, talked about the normal dinner table stuff. Gwen was still looking for a spell to change Kurt from pink back to blue. It took most of the meal for her to find it.

At the end of the meal Gwen turned to Kurt and said "I found a spell that should make your fur normal again."

"Okay. Vhat do ve gotta do?" asked Kurt.

Gwen turned towards Kurt and said "Nothing really, just sit still." She raised her left hand so that the palm faced the pink boy. Her eyes glowed pink and her hand was surrounded by the same energy. "Pigmenta Metamorphosis," Gwen said with a calm even tone.

Kurt was encased in an orb of the pink energy. In a flash of bright light the boy was back to his blue normal self. He was so excited by it that he teleported to the middle of the dinning table and stared to dance. His arms would point out to his left, then travel in a curve until they pointed out at his right side and the process would be repeat. He stuck out his ass and would bring it back and forth. His tail squirmed around the whole time. It was the uttermost embodiment of the happy dance anyone at the table had seen. Also, it was the most hilarious thing they had seen.

"Kurt, I know you are happy" said Charles, making Kurt stop mid-dance. "But could you not dance on the table." His tone was full of amusement.

"Sorry Professor," Kurt said, then teleported back to his seat. He knew that he shouldn't have danced on the table, but he was just so happy to be normal again. "_Vell, me normal._"

"It's quite alright Kurt. Now I think everyone should get to bed early, we have an training session tomorrow morning," Charles said.

With that little reminder, the kids gave a collective sigh and everyone helped to clean up. As she was helping, Gwen thought "_What is so bad about training_."

When the table was cleaned up, the kids headed to their rooms while the adults stayed to talk.

-In Gwen's Room-

Gwen flopped down onto her new bed. She reached over to her night stand and picked up her book on chi. Reading helped her to relax, but she couldn't help thinking about all that had happened today. Setting her book to the side, Gwen stared at the ceiling as she thought "_New home, new school and possibly . . .new friends with similar . . differences. I don't think it will be so bad here._" With that final thought, Gwen got up and went over to the dresser. Opening it, she pulled out a pair of light blue pajamas. As she was getting the pajamas, she noticed that there was a brown package that she hadn't put there or packed. "_This wasn't there when I put my clothes here._" Before Gwen could get suspicious, she saw a white envelope taped to the top. On the front of it, in big fluent cursive letters, was the word "Kiddo".

"Grandma," Gwen said out loud. She was only slightly surprised by Verdona doing this. "_This is so something grandma would do,_" Gwen thought as she opened the letter and began to read it.

"_Hey there Kiddo, thought I would get you a little something so you stand out in training tomorrow. With lots of love, Grandma Verdona._"

After putting the note off to the side, Gwen began to open the box. "How did she . . ." Gwen stopped speaking as she saw what was in the box.

A smile spread across her face as she said "Thanks Grandma." She put the box down on her dresser top and went to bed.

-The next morning-

Gwen was awoken by knocking at her door. She slowly got up to answered it.

Turns out it was Kitty at the door. "_What is she wearing?_" thought Gwen.

Kitty had some kind of weird outfit on. It was mostly black and looked skin tight. There was a light purple triangle on her front and back, with the point ending at her crotch. The top of the collar was a pale yellow and the bottom was light purple. She had on pale yellow gloves that had a large cuff at the end, giving it a gantlet look. On her feet were light purple boots that had a bit of armor on the front of them. Around her waist was a pale yellow metal belt with a red circle with a black "x".

Kitty realized the look on Gwen's face and quickly said "It's like totally a training suit. Like everyone has to wear one, when we train."

"_Or when we go on a mission,_" Kitty thought to herself.

"So where are we training? In that forest out back?" Gwen asked.

"Sometimes, but not today. We're like going to the Danger Room," replied Kitty.

There was a silent moment as Gwen sarcastically thought "_That sounds pleasant_", but said "Where is this . . Danger Room?"

"That's why I was sent to get you, to like take you there," said Kitty as she gave Gwen a smile.

"Okay. I just want to get dressed, then we can go." She turned to go get dressed, but stopped, faced Kitty and asked "Anything I should wear to training?"

Kitty thought about if for a moment and said in a tone of slight embarrassment "Not really, we . . uh . . kinda," here she gave a nervous laugh, "forgot to like prepare a uniform for you." She was anxious that Gwen would feel bad about it.

Gwen looked at her and laughed. "I'm not surprised. I did just drop out of the blue." She gave Kitty a fake snobbish look, turned her nose up and said "Anyways, who would want to be caught in that fashion nightmare."

They were silent for a moment, then burst out laughing. They slowly stopped and smiled. Gwen turned to Kitty and said "I have just the thing. Now if you don't mind." She gestured for Kitty to leave.

It took Kitty a minute to get it. When she did, she blushed and said "Oh. Sorry, I totally get it. I'll give you a moment to change." She backed out of the room and Gwen closed the door.

Gwen went over to her dresser and looked for some of her old clothes. She found an old outfit that would be appropriate and put it on. The long sleeve shirt was a baby blue along the sleeves and the shoulders. The rest of it was a pale blue that was almost gray. The sleeves ended around the middle of her forearm. Right in the middle of the chest area was a cute little cat head design, the same color as the sleeves and shoulders. The white pants she wore, ended about two inches bellow her knees. On her feet, were white sneakers.

Grabbing her magic bag, she tied it around her waist. "Now Saifu," Gwen said looking down at the bag, "We're going to training." The bag, Saifu, gave a nod. "Now I want you to hold something for a bit." Saifu opened her mouth, as she waited for whatever Gwen wanted her to hold.

Gwen took the box from Verdona and inserted it in the magical bag's mouth. After the bundle was completely inside, the bag quickly zippered her mouth and it almost looked like the bag had a small satisfied smirk on her face.

After looking in the mirror, to make sure her hair was good, Gwen went to leave. Upon opening the door, she was greeted to the sight of Kitty standing there playing with her bangs.

"Like, ready to go?" Kitty asked.

"Yeah," relied Gwen.

The two of them walked down the hallway and chatted about different things, nothing really important just small stuff. It was nice and comfortable. As they descended the mansion's huge staircase, Kitty started to tell Gwen about the Danger Room.

"So it is like this huge circular dome room. It has all kinds of things to test different abilities." Kitty looked at Gwen and gestured at herself. "It can put up like a series of walls so that I can phase through them. If I don't focus, I could totally run straight into a wall." She gave a wince as she said this. "And trust me, that totally hurts."

"Ouch," Gwen said with a painful look on her face as she imagined running face first into a wall.

They reached the bottom of the stairs and took a right. As they continued on, Gwen noticed something at the end this hallway. It looked like the doors to an elevator. When she got closer, Gwen saw that to the right of the doors was what looked like a green touch screen in the shape of a hand with a keypad. "_Maybe this is the danger room? And why does this look so familiar?_" Gwen thought.

When they were in front of the doors, Kitty put her palm on the screen. It scanned her hand print with a bright green light and after a moment the doors opened.

"You know, the Professor had the security system totally upgraded because of an incident including a grodie toad," Kitty told Gwen.

"A toad?" Gwen asked as she thought "_What did a frog break in or something?_"

"Like ask Kurt if you want to know more about it," Kitty said as she walked into the elevator.

Gwen followed behind her. "I just might."

Inside it looked just like any other elevator with just a few differences. The walls weren't the reflective metal that standard elevators had. They looked like metal that could take a blast. The other thing was the buttons. They too weren't the type you would expect, instead being another screen with a keypad, which at the moment had "Mansion" on the screen. Kitty pressed a button on the keypad causing the elevator doors to close and the elevator itself to go down.

Gwen thought to herself "_Why does all of this make me feel like I've seen it before? It's like . . ._"

"I've been here before," Gwen said quietly.

"What did you like say?" Kitty asked, she didn't hear what Gwen had said.

"I said that I've been here before." She paused and looked around. "This is how I entered the mansion." Gwen looked at Kitty and said "They picked me up in their jet. ."

"The Blackbird," Kitty interrupted.

"Yes, that, and we landed in the hangar behind the waterfall in back. Then we walked to this elevator and went to the mansion," Gwen said more to herself then to Kitty.

"O-Kay," Kitty said as she gave Gwen a look that said you're acting kind of crazy on me.

Seeing the look Kitty was giving her, Gwen quickly said "Sorry. With all that was happening to me yesterday, I guess I was kind of in a daze and forgot." Gwen blushed slightly feeling embarrassed.

"Like no problem. I know how totally brain frazzling this whole mutant thing can be. I mean it's like hard enough being a normal teen," replied Kitty.

After a long moment of silence and the elevator still going down, Gwen thought "_How big is this place?_"

While Gwen was preoccupied with her thoughts, Kitty decided to break the silence. "So," she said and then waited for a reply. When one didn't come, she continued. "Is there anything you like want to know?" Kitty asked.

Gwen, without thinking, voiced her last thought. "How big is this place?" Her voice carried a tone of confusion.

"You know, I like totally never thought of that before." Kitty gained a thoughtful looking expression on her face and said "I guess it's like pretty huge." Then she started to count off fingers as she said "There's the Danger Room, Hangar Bay, Med-bay, and . . ." she paused thinking "I think there is like more, but I haven't been to them yet."

"That is . . . Wow," Gwen said, sounding amazed. It was at this point that Gwen thought "_So they have some sort of huge underground facility, they wear uniforms, and they train. It almost sounds like they are preparing for a war. I would be worried if Grandpa didn't vouch for the Professor._"

Just then the elevator stopped and the doors opened. They got off and proceeded down the the hallway. The walls were similar to the elevator walls. Every so often there was a screen with a keypad.

As they were walking, Gwen turned to Kitty and asked "Is there somewhere I can use . . . the restroom?" Gwen put her hand on Saifu and thought "_So I can change. Won't Kitty and the others be surprised._"

It only took a moment for Kitty to realize what Gwen was asking. "Oh. Like, just this way." She quickly took Gwen back down the hallway they just came from. They took a turn that they walked past earlier and stopped in front of a circular door. It looked like it could have been to a large bank safe. It was flat and had a large "x" on it. Beside it was an other screen and keypad.

"_Guess they really like their privacy,_" thought Gwen as she looked a the security pad next to the door. Something pink at the top of the door caught her attention. Looking up, she saw that there was a rectangular sign that said "women" siting above the door. It was lit with a pink light.

Kitty caught Gwen looking at the sign and started laughing. Gwen turned her attention to Kitty and had a look on that said what's so funny. Before she could voice this, Kitty spoke.

"Sorry, I was like just remembering something you know." She laughed again. "The boys' has a blue one. The reason that the Professor like had the signs installed was because you totally couldn't tell any of the rooms apart. And let's just say that Evan had a nice little trip in the girls' room." The look that Kitty had on her face was positively evil.

Gwen imagined what it was like for Evan to walk into women's room where all the females had mutant powers. "_He must have gotten his butt beaten by them. I have to get Kitty to tell me about it sometime._" She laughed at thought and Kitty joined her. The really funny thing was that they were both laughing at the same thing, a beaten Evan.

After their little giggle fit, Kitty touched the keypad and the door opened vertically down the middle. She lead Gwen through the doors and what Gwen saw made her jaw drop open in surprise. "_I guess that Professor X wants his students to be comfortable._"

The inside looked like a spa and locker room combined. To the left, there were three rows of lockers with a bench on both sides of them. A little bit away and on the right, there was a huge square tub. There was a bit of steam rising from the tub making it look warm and inviting. Gwen would later find out that behind the tub there was a steam room and sauna. On the far wall away from the entrance was a row of showers. There were about six of them, with a curtain in front of each stall.

"_I could get used to this,_" Gwen thought as she envisioned herself soaking in that tub after a hard day. She turned to Kitty and said "This is nice."

"I like totally know. It is totally killer to relax in after a training session," Kitty replied. She then turned around and started to walk out the doors. When she was on the other side of the threshold, she said "So, I'll just chill out here while you do your . . . business." Kitty then touched the keypad and the doors closed, giving Gwen some privacy.

Gwen walked over to the last row of lockers and sat down at the bench. Looking at her bag, Gwen said "Saifu, can I have that box I gave you earlier." The bag unzipped her mouth and then spit it out onto the bench.

Gwen picked up the box, took off the top and started to change. When finished changing, she folded the clothes she just took off, put them in the box and had Saifu hold it. Gwen looked up, saw a wall mirror a little ways off and walking over to it. She faced her reflection, observing her new outfit.

Gwen was wearing a skin tight whole body suit. It was a very dark purple, nearly black. On her feet were what looked almost like ballet shoes. Because the shoes and the body suit were the same color, it looked like she was just wearing a body suit that covered her feet. She wore light purple gloves with over sized cuffs. Around her waist was a light purple belt with square pouches all along it. In the middle of the belt was a black circle, outlined in light purple, with a red "x" on top. Underneath this, Gwen had tie Saifu's strap around her waist so that the magic bag hanged on her right hip. The attribute that stood out the most was the face mask. The top had curved points that were reminiscent of cat ears. It was mostly black. It covered the top half of her face and sat on the bridge of her noise. The eyes were surrounded by black with the ends curving up into a swirl near the cat ears. This was surrounded by light purple that went up into the insides of the cat ears. Gwen had her hair tied back into a ponytail, high up on her head.

"Well . . this is revealing," Gwen said as she stood there. Saifu gave a slight nod in agreement. Then she started to make different poses in front of the mirror.

First, she put her hands behind her head and stuck out her chest. Giving the mirror the best sexy look she could, Gwen said "Hey there" in an erotic voice. "_Not bad._" She looked herself over for a few moments before she struck another pose.

Gwen turned around, so her backside was facing the mirror. She slightly twisted her waist so that the left side of her chest could be seen in the mirror. Then she put her hands on her hips with the elbows pointed backward. Gwen turned her head and looked in the mirror. She had a innocent look on her face with just a hint of naughtiness in it. Then she made a feminine giggle, it wasn't just for the pose either. She found the way she was acting silly, but fun.

For the final pose, Gwen turned around and faced the mirror. She put her right hand on the back of her thigh. Her upper body was twisted somewhat so that her left shoulder was a bit forward. Turned a bit to the right and bent ever so slightly down, her head was positioned so that both eyes could be seen in the mirror with the left one more so then the right. Using her left hand, she took the mask off and held it in front of her stomach. Then Gwen gave the mirror a look that said "I get what I want". She held the pose for a few moments before she put the mask back on and just stood there.

After a minute of silence, Gwen burst out laughing. Her laughs were followed by Saifu making small sounds that almost sounded like giggles. "I (laugh) can't believe how (laugh) silly I was acting." She took a couple of deep breaths. "I can't begin to imagine how embarrassing that would have been if anyone saw it." A blush crept onto her face as she thought of it. Saifu shook a little as if she could feel the embarrassment Gwen felt.

Gwen started to think about how the outfit looked and said "I like it. Looks great on me." Agreeing, Saifu gave a nod which Gwen felt.

Looking at the bag, Gwen asked "You ready to show them what we can do?"

At hearing that, Saifu gained a huge smirk on her face. When Gwen saw it, she said "I'll take that as a yes."

Seeing as there was nothing else to stall her, Gwen headed over to the entrance to the locker room. When she got there, Gwen looked at the keypad next to the door and something came to her. "_I don't know how to open the door._" Gwen looked over the keypad, the screen above it and realized that all she would have to do was press the "open" button.

"_You would of thought that it would be harder than that. But it kind of makes sense, you wouldn't want to have to enter a code or something every time you go to or leave the bathroom,"_ Gwen thought as she pressed the "open" button for the door.

Kitty had been playing with her hair as she waited. Her thoughts had been all over the place, from high school and homework to her powers and the X-men. Out of nowhere "_Lance is cute_" ran across her mind. "_What did I just think? As if! I like totally couldn't of thought that._" She paused and sighed. "_OK, so he is like kinda cute, but he is totally like a thug and jerk._" Kitty was so lost in her thoughts that she didn't notice the door open or Gwen standing there in her new outfit.

Kitty would have continued her thoughts but a loud cough brought her attention to Gwen. She gasped at what she saw. "_How did Gwen get her own uniform?_"

"So, . . what do you think?" asked Gwen as she stood with her arms spread out as if she was saying "Ta-Da!".

"OMG! That is totally rad," Kitty replied sounding excited about Gwen's outfit. Then she asked "So, where did you get it? Did you like use . . magic to make it." Kitty didn't believe in magic and normally she would have used air quotes as she said "magic", but she didn't want to insult Gwen.

"Thank you for the complement." Gwen said as she thought "_Is rad a good thing? It sounds like it if her excitement is anything to go by._"

"And no I didn't use magic. My grandma gave it to me," replied Gwen. As if an after thought, she said "But she probably did though."

This surprised Kitty and it must have been visible on her face because Gwen laughed. Before Kitty could say anything, Gwen started talking again.

"If you want to be technical and don't really belief in "magic" in the traditional sense, then you can think of it as a form of energy manipulation," Gwen said with a smile.

"Wait. Magic isn't like just magical?" questioned Kitty.

"Yes and No." At seeing Kitty's blank look of confusion, Gwen said "It's complicated, so let me explain it a little bit on the way to the Danger Room."

"Sure," Kitty said as she started leading the way.

Gwen began in what sounded like a lecture voice as they walked. "Magic is the ability to manipulate energy. This energy is known by many names. Mana, life force, chakra, chi, quintessence, and so on. I personally like the name mana. It is in every living thing." Gwen paused then asked Kitty, "You following so far?"

Hesitantly, Kitty said "I like . . think so."

Hearing that Gwen continued. "There are different ways to control it. Spells, charms, incantations, hexes, jinxes, curses, enchantments, rituals. These are just some of the ways. As I said at dinner the yesterday, anyone can learn to do magic. It just takes practice."

"Wait does that like mean that you could . . like . . you know, totally teach someone to do it?" Kitty asked as she thought "_It would like be totally awesome to do some of the things Gwen has done."_

"Yes, and I would have offered it yesterday, but got interrupted." A smirk come on to Gwen's face as she said the next part. "Magic isn't as tough as it seems. The key in learning magic is mostly knowing just one thing."

"Like, what is that?" Kitty asked. She was amazed that it sound so easy.

"Sorry, but can't tell you. It's a trade secret," teased Gwen.

When Kitty heard this, she almost fell flat on her face. She was surprised that Gwen would be so forthcoming with everything else, yet not this. Kitty would have said something but she realized that they were standing in front of the door to the Danger Room's control room. "_Wait like when did we get here? Whatever. I'll just like ask Gwen about that secret later._"

Kitty opened the door and in they went. Gwen looked around the room, thinking "_This doesn't look like what I imagined for a room call the Danger Room. Looks more like a control room of some sort._" It was a circular room. The walls were lined with what looked like control panels or computer screens. Around the room there were a couple of tables and chairs. The room look large enough to comfortably fit about 15 or 16 people.

Turning to look at Kitty, Gwen said, "This is the Danger Room," using air quotes for Danger. "Because it doesn't look it. Looks more like a control room."

"Well, that would be correct Gwen," Charles said, causing Gwen to jump slightly. Gwen had been so involved in observing room that she didn't notice the Professor siting at what looked like the main control station. Behind him, were nine screens displayed three by three, so that they made a square. "This is the Control Room. From here we can monitor and operate the Danger Room."

"So where's the Danger Room?" Gwen asked.

"Below us. Just look down," replied Charles as he smiled.

Slightly confused, Gwen looked down. She saw that the center of the room's floor was clear and that she could see the room below. It was a huge dome shaped room. It was simply amazing, but she was left wordless by what was going on in the room.

-Down below in the Danger Room-

Logan and Ororo had decided that they would have the students do a little training while they waited for Kitty to return with Gwen. They broke off into 3 groups and went to different parts of the Danger Room.

-With Storm and Nightcrawler-

Ororo was with Kurt. She was wearing a black skin tight spandex suit. When the light hit it, the color almost look like a very dark blue. The sleeves were baggy and ended just after her elbow, leaving the rest of her arm bare. The ends of the sleeves were a pale yellow. Around her waist was a band of the same color yellow. On her hands were gloves and on her feet were high heals, both white with loose-fitting cuffs. She wore a cape over all this. It was the same color as the body suit with the inside being a light gray. In the middle of her chest was a round amulet that looked like it held the cape on. It was red with a black "x" on top.

Kurt, who was walking to the left and slightly behind her, couldn't help notice how Ororo's uniform showed off her legs and backside. "_That's sexy, . . . vhat am I thinking_?" Kurt shouted in his mind. "_Storm's old enough to be my mothah._" After that he started to think about his uniform.

Kurt wore a black spandex body suit. The pattern on the torso area was similar to Kitty's, except the triangle was black and the other part was red. His shoulders ended in a point. On his hands, he wore tight fitting pale yellow gloves that end a bit before his elbow. There looked like a circle was cut out on the ends of them. He didn't wear typical footwear. Because of his mutation, he could use his feet like a second pair of hands so he wore something similar to red gloves. These ended around the middle of his shin. Around his waist was a pale yellow belt that had a red square with a black "x" in the middle. His tail wasn't covered so the blue fur could be seen.

"_I vonder if anyone finds me attractive in my uniform_?" A little voice in the back of his mind told him "no", but he didn't let it bother him too much. "_Like mom said to me, there is someone out there for everyone._"

Kurt was broken out of his thoughts by Storm's voice. "Nightcrawler, what would you like to practice, your fencing or acrobatics?" Storm had stopped at a control panel on the wall and turned around so she faced him.

Nightcrawler thought about it for a moment. "_I vorked on fencing last time vith Volverine._" He shuddered at the memory and quickly said "Acrobatics."

Storm turned to the controls and typed in "Nightcrawler1". Panels on the floor opened and up came several acrobatic bars and rings. The same thing happened to the ceiling. The floor around all the equipment was covered in mats. When everything stopped moving, the section that they were in looked like some sort of Olympic acrobatic race was going to take place.

"I want you to get that," Storm said as she point at a ball that hung in the middle of metal ring, about 20 feet above the ground. It was the finish line for the bars and rings.

"_Piece of cake_" thought Nightcrawler. He smirked and was just about to teleport to the end when he was stopped by Storms voice.

"Without teleporting straight to the end," Storm finished. The blue furred teen gave a nervous laugh as his left hand rubbed the back of his head. Storm had an amused smile on her face as she spoke. "As you go, I'm going to try and stop you." This time she gave him a smirk. The look on her face told Nightcrawler that he wasn't going to like this training session. "We can begin whenever you're ready."

Nightcrawler's shoulders slumped at what Storm said and the look she gave him."_This isn't going to be fun._"

Nightcrawler walked up to the first bar. It was seven feet high. Looking up at the bar, he jumped up and landed on the bar in crouch. Turning to Storm, he said "I'm ready."

Storm nodded her head. She watched and waited for him to jump to the next bar. "_Now,_" she thought as Nightcrawler leaped into the air. Storms eyes glowed white and her hands shot out in the teen's direction. She used her ability to sent out a gust of wind. It wasn't huge, just enough to push Nightcrawler so that he would miss the next bar.

Nightcrawler felt the wind on his fur and realized that he was knocked off course. As he past the vertical support to the bar, his tail grabbed it and pulled the rest of him to it. His feet and hands joined his tail to hold on. "_That vas close,_" he thought as subconsciously his tail wrapped almost completely around the pole. Storm saw this and thought it was kind of cute.

Looking around until he saw Storm, who had floated up to be level with him, Nightcrawler said a bit loudly, "Vhat vas that for?"

"I did warn you that I would be trying to stop you," replied Storm.

"_Maybe I should show him I could be doing worst,_" she thought as a cloud started to form above Nightcrawler.

Looking up the teen saw the cloud. Just before it started to rain, Nightcrawler was able to teleport to the next ring. "_Maybe I should have chose fencing instead,"_ he thought as he jumped to the next ring just narrowly missing another gust of wind from Storm.

So the game of cat and mouse began. And it really was. They both knew that if Storm really wanted to she could of blown him away, literally. But Nightcrawler wasn't going to give up, so he just kept on spinning and twirling through the air to get to the next ring/bar and to avoid Storm. He tried to avoid teleporting because each time he did, it seemed that Storm would increase the pressure of her wind bursts and the interval between each gust.

Storm smiled as she saw that Nightcrawler wasn't just teleporting from bar to bar. "_I glad he figured out that each time he teleported, I would attack more._"

"_I'm almost there,_" Nightcrawler thought. He was only two rings and one bar away from his goal. As he was leaping to the next ring, he was too lost in thoughts of victory that he didn't see his instructor was in striking distance.

Storm hit him dead on with a strong gust. It found its target, launching Nightcrawler tumbling through the air and about 12 feet away. It was strong enough to leave him breathless. As he was falling, he realized that he wasn't near anything to grab onto, so he used his only option.

Teleporting to the second to last bar, Nightcrawler hung upside-down facing away form his goal. His arms dangled as he held on with is feet. "_That is going to leave a bruise,_" he thought, putting his hand on his left side.

"_I'm just one jump away from the last ring, my goal._" Looking around, Nightcrawler saw that Storm was heading straight for him. "_I better hurry._"

Swinging from front to back, Nightcrawler rocked the bar until he could reach the last ring. He grabbed the ring with his hands and brought himself into a upside-down crouch, facing away from Storm.

Upon seeing this, Storm thought "_He shouldn't turn his back on an opponent, he could get hurt that way. _" She watched as Nightcrawler used his tail to reach up and take hold of the ball. He brought the ball to his hands and then let go of the ring. As he was falling, Nightcrawler brought his knees up to his chest and wrapped his arms around them, with the ball still held in his hands. He did a couple of rolls with his tail trailing behind him. When he was about 7 feet from the ground, he teleported. In a small cloud of smoke he appeared a few feet above the ground at the beginning of the course. He landed gracefully on the ground.

Nightcrawler straightened out with his arms raised and spread. The ball was in his left hand and his right a fist. "Voo hoo, I did it," he said excitedly.

All of a sudden a burst of wind took the ball from his hand. He watched as the mini twister brought it to Storm. She took hold of the ball with both hands and the wind disappeared. "Yes you did," Storm said as she walked over to Nightcrawler, who had lowered his arms. "You did a really great job." She saw the teen smile at her.

"_I kind of hate to do this,_" Storm thought as she continued. "But," when she said this, the smile on the teen's face left. "You left your back open to me when you were obtaining your goal." Her tone was that of an instructor to a student.

"It's not like you vere going to attack me," replied Nightcrawler. He had a slight look of defeat on downward tilted head.

Sighing as she spoke, Storm said "That may be true, but I'm your instructor and not a real enemy." Walking over to Nightcrawler, she put her hand on his shoulder. The action made the teen look up into the face of his instructor.

Once she had his attention, Storm continued speaking. "I'm not saying you did a bad job, in fact you did excellent." That brought a smile to the teen's face, which in turn brought a smile to the woman's. "I'm just saying you need to keep your eyes on your opponent. You don't want to leave yourself open to attacks." Storm turned and started to walk away with her cape flowing behind her. "_I didn't attack this time, but next time I will._"

Because her cape was flowing behind her, Nightcrawler got an eyeful of Storm's well shaped backside. The sight caused a stray thought to entered his mind. It was of her bent over a bed with her ass raised slightly in the air. She look over her shoulder, then started to lick her lips and gained a seductive look. It was so stunning, that he was frozen for a few moments as a blush formed on his furry face. Giving himself a mental slap, he thought "_Vhy do I keep on thinking about this stuff_?" It took a couple of seconds for the answer to come to him, causing him to mentally scream "_Damn you teenage hormones. I need a girlfriend, but . ._" He hesitantly started to think, "_Vhat girl vould vant someone that looks like me. It vould be a miracle if I find a girl that could overlook the fur, ears, tail, and all the over stuff. No I can't think like that. The right girl is out there for me . . . I hope._"

Storm turned slightly to look back at the blue teen and saw that he wasn't following her. He looked like he was lost in thoughts. "_I think now will be a good time to reinforce today's lesson,_" she thought as she quickly turned around and lobbed that ball at Nightcrawler. It went in a large curve towards the oblivious boy's head.

Not paying attention, Nightcrawler didn't even see the ball coming towards him. It harmlessly hit him in head and bounced a few feet away. That got his attention. Looking around, he saw the ball and Storm without it. He put two and two together, figuring out that she threw the ball at him.

"Can you put that back for me?" Storm asked him with a slightly playful voice.

In a cloud of smoke, Nightcrawler teleported over to the ball. He picked it up and disappeared again. Reappearing at the last ring, Nightcrawler put the ball away and teleported back over to Storm.

Standing next to her, Nightcrawler looked over and asked "Vhat now?"

Storm looked up as she thought of an answer. What she saw was a girl in a dark purple outfit in the Control Room. "_Is that Gwen? When did Charles get her a uniform? He usually asks me about helping designing them. . . I like it. It's a little over the top, but it's still nice._" She looked over to Nightcrawler and saw that he was still looking at her waiting for an answer. "_I'm glad he didn't realize I was spacing out there. He hasn't even looked in the direction of the Control Room._"

Storm said "I think we should check the Control Room to see if Gwen and Kitty have shown up yet," as she thought "_I'm glad he hasn't even realized Gwen is up there. This will surprise both or them._" The image of Nightcrawler teleporting into the room surprising Gwen as he was surprised by her, popped into Storm's mind. The look on their faces' made Storm think, "_This is going to be good._"

Storm held her hand out to Nightcrawler. He looked at her for a moment in confusion. It took him a minute to think of the answer. "_She vants me to teleport us there._"

Reaching out his hand, Nightcrawler took hold of her's. It caused a blush to form on his face because of his thoughts from earlier. He looked to Storm's face and saw that she either didn't see his blush or she ignored it.

"_That's good,"_ Nightcrawler thought as he teleported away in a cloud of black smoke.


	3. Chapter 01 part 3: Stupid Evan

Author Notes: So this is the third part. Sorry it took so long to edit, my niece has stopped taking naps and I have been very busy at work. After this is done, it's back to Medical Strings. Now I want to acknowledge those that added this to their favorite and alert lists:

alchemists19, blackmagic0203, Blood Brandy, bric, Fenrir of the North, Friendlyneighborhoodsp, GenoBeast, inuboy86, Kai Orihomunon, Kuro Arashi, kurokitsune17, mr. uroboros, Neo Rider Double Xtreme, OutsidersWhiteTiger, shushinking, ted009, The Quarrelsome Sage, themarkiscookin

Now the reviews:

**coldblue**: I love your review. Reviews like yours makes it so fulfilling to write. I wish I could contact you, but can't. You picked up on a lot of stuff

**Friendlyneighborhoodsp**: Thanks. You should still ask those questions, even if coldblue already asked them.

I'll answer those questions, but it might be very vague. Don't want to ruin it for anyone. If anyone wants specific questions answered, just contact me. I love talking with my story's fans.

Questions are from coldblue's review.

**Question:** I wonder when Ben when will come into this story?

**Answer:** To be honest I have no idea. Sorry. I think it might be the next or probably the third.

**Question:** What happened to Ben Tennyson?

**Answer:** All I can say for now is bad. You'll have to wait. I have an idea of what it is, but I still need to work out the details.

**Question:** Was he experimented on or mutated?

**Answer:** He was experimented on some. He'll have some scars, emotional and physical. On the mutated part, no. Not now anyway. I'm thinking of using those fusions (Stink Arms, Diamond Matter, and Heat Jaws) in some way.

**Question: **Was his father abusive of some kind?

**Answer:** Not at first, but his father is the reason the tragedy happened. So yes in a way.

**Question:** How is Mystique/Raven D. his mother?  
**Answer:** Not sure I want to give this away yet. Let's just say it involves her shape-shifting powers.

**Question:** I'm guessing there are still Aliens in this story because of Verdona in her alien form.  
**Answer:** Yes there are still aliens. I don't know when I'll involve them, but they will be there.

**Question:** Does Ben have the ability to change into alien without the Ominitrix?

**Answer:** He will be turning into those forms, yes. I'm refuse to say if it is with or without the ominitrix. You'll find out around when he comes into the story.

**Question:** I just wonder if he does have an X-gene and has Alien DNA bonded to his DNA?  
**Answer:** Yes, but that's all I'll say for now.

**Question:** Will Gwen have a pairing?

**Answer:** Yes, and I'll answer a question I know will be coming up. It's Kevin. They just go together so well.

**Question:** What happend to Kevin?  
**Answer:** He'll be there eventually. I'm thinking Mystique will find him and persuade him to join the Brotherhood. Kevin will meet Gwen for the first time in this story. Now this question makes me think that some people think this story is a Ben 10 meets X-Men story. It's more of a combination, with the X-Men: Evolution universe being the main ingredient.

**Question:** I hope you have Ben paired up with someone in the future. I would say X-23 or Wanda a.k.a. Scarlete Witch.  
**Answer:** I don't know if Ben will be paired with anyone, not for a while. Ben will be majorly out of character in one aspect. So major that who ever he's paired with might have to be alter slightly to make it work. X-23 is not an option. I have plans for her and Ben, that I don't plan on changing. If anyone want to suggest anyone, do it. I just think you should wait for Ben to show up.

Back to Author Notes. This leaves off at the end of the last chapter. I don't think there is anything else to say, so on with the show.

Speaking: "Hi, I'm Bob."

Thoughts: "_Did I lock the doors?_"

Physic Speaking: "_Bob, you left the doors open._" "_Thanks Mike._"

Omni Evolution: CHAPTER 1 PART 3: Stupid Evan

-With Jean, Cyclops, and Spyke-

Jean, Scott, and Evan were grouped together.

Scott was wearing a blue full body spandex suit. The blue was so dark it was practically black. On his chest there was a pale yellow "x". The ends of the "x" went around his shoulders and sides to crossover on the back to form an other "x". On his shoulders were triangular shoulder pads with rounded points. They also had the black "x" on top of red that was the symbol for the X-men. On his feet were pale yellow boots. They ended a little bit more than half way of his shins. On the front of them, they had a guard that went up to his knee cap. On his knees there was a pad that was similar in shape to the one on his shoulder, minus the "x" symbol. He wore pale yellow gloves. The neck of his bodysuit went up to a little bit above his ears. It went around and blanketed the back of his head. It covered half of his cheeks and below his chin. He wore a visor over his eyes with one solid red glass piece. The ends of it were round and completely covered his ears. The over all effect of the eye-wear made it look like he had one eye and this is why he was called Cyclops.

He turned to Jean and Evan. Thinking for a moment, Scott suggested "How about we do some target practice?"

"I know the perfect way to do it," Jean replied as she turned and started to walk out of the Danger Room. She wore a black body hugging uniform. It had a similar triangular design as Kitty's, except the triangle was a bright green and there was no collar around her neck. The bodysuit when up her neck, covering her ears and forehead. This gave her a look as if her face was framed. On the fabric of her shoulders was a black "x" on top of a red circle. Around her wrists were pale yellow metal bands. The ends of her sleeves went up in a point and wrapped around her middle finger. Her feet looked like they had nothing on them.

"_That looks really good on her,_" thought Cyclops as he saw the way Jean's outfit was hugging her curves. Cyclops gave a sigh. "_I wish she would stop dating that jerk Duncan and start dating me. . ._" He stopped at that thought, and then started, "_That's not exactly why. The guy is a jerk and yes I would like to date her, but I just really want her away from him._" He gave an other sigh at the half truth half lie.

Evan looked up at Scott when he heard the sigh. He was standing next to the taller teen wearing a black spandex full body uniform. On His shoulders were pads similar to Cyclops's but were round. He had boots on his feet that were armored in the front. Around his waist was a belt the same as Nightcrawler's. On his forearms were what looked like arm guards. They covered the tops of his hands with a slight point and left his palms and fingers bare. It ended near his elbows and had a point on the ends.

It was hard for him to tell what Cyclops was thinking about or feeling because the visor got in the way. "_You can't even tell where he's looking with that thing on his face,_" Evan thought as he decided to look in the direction that Cyclops's face was pointed. He saw that it looked like the older teen was staring at Jean.

Taking a guess, Evan said "So that's what your problem is."

"What are you talking about Spyke?" Cyclops replied as he turned to look at Spyke.

"I'm talking about the whole . . ." Spyke started.

"I'm back," Jean said as she walked up to the two boys, interrupting what Spyke was saying. In her hands she held a large metal basket. Inside it was a bunch of rubber balls that looked almost like dodge-balls that were about eight inches in diameter. She place it down next to her.

Cyclops and Spyke gave Jean a slightly confused look. Seeing this look, Jean used telekinesis to lift one of the balls and made it circle around the three of them.

"I use my telekinesis to move the balls around the two of you and you target them. That way we all practice our powers," said Jean. She then explained the balls. "Because the main focus of this session is aim, not power, the balls are made of a thinner material, even though they look like hard rubber . So it wouldn't take a lot of force to pop them. " She looked around and saw Nightcrawler leaping around with Storm and Rogue with Wolverine. "That way even if a shot misses and hits someone it will only leave a bruise." She reasoned as she thought "_I hope._"

"That a great idea," said Cyclops.

"Let's do this thing," said Spyke. The only reason that Cyclops and Jean didn't see his words as rude was the excitement that rang in his voice.

Jean lifted the basket with her mind and then stepped away, taking the basket with her. When she was about ten feet away from the boys, she turned back towards Cyclops and Spyke. She placed the basket behind her.

"Ready?" Jean asked loudly so they could hear.

Cyclops brought his left hand up to the side of his visor, laying the tips of his fingers on an unseen button. He didn't press it, he was just ready to. He spread his legs to strengthen his stance.

Spyke crouched slightly and got in a stance that said "bring it on." He grow bone spikes on his forearms. They curved forwards towards his hands. On his back he grew huge spikes that point upwards.

The two boys shared a look and at the same time said "Ready", with a "dude" added by Spyke.

At hearing that, Jean levitate the balls out from behind her and had them fly over to the two boys. When the balls reached Cyclops and Spyke, she made them start to rotate around her targets. She started with having half of the balls go clockwise and the other half counterclockwise. "_I want to start off simple, don't want to over strain myself. There are like about 40 balls and all._"

Cyclops was the one that started. "_Better start off small,_" he thought. Pressing the button on side of his visor, a small red blast emitted from the red glass. It hit one of the balls and the ball instantly burst. This seemed to be a signal for Spyke because he shot out a few small spikes, popping three balls.

The pressure from the balls popping was enough to cancel out the force behind the spike shots and the optic blasts. This meant they didn't just go through the ball and continued on.

The boys continued to target and hit the balls, when Jean decided to increase the difficulty. "_Time to up the ante,_" Jean thought as she started to make the balls move differently. Some still went clockwise and counterclockwise but now some zigzagged, twisted, spiraled, or darted around. The balls even began to dodge. Spyke and Cyclops began to miss some of their targets.

Then Jean started to make the balls attack the boys. When Cyclops left his back open, Jean would force one of the to hit it. She did the same to Spyke, but instead of his back (what with his spike armor) she hit him in the back of the head.

This she did several time. After a while, Jean let a laugh out at the face each of them made when they got hit.

Spyke heard Jean laugh and said, "What up with the laughing Jean? You got a sick sense of humor or something?" He stopped attacking and stood there, giving her a judgmental look.

"_Wrong thing to say,_" Cyclops thought.

"No, it's the look on your face when I do THIS," Jean said with a tone that was somehow playful yet promised pain. She made three of the balls veer off course and headed for the unknowing boy.

Cyclops could only watch on as it happened. First, one of the balls hit Spyke on the left side of his face. It impacted with enough force to pop and stun the teen.

"_That had to hurt. I wonder if Jean put an added physic push to it. She had to for it to do that,_" thought Cyclops.

Then the next ball collided with the back of Spyke's head as the final ball slammed into his stomach. He fell to his knees with the breath knocked out as the spikes protruding from his body receded. He was seeing stars from the impacts. "_Who's making the room spin?_" Spyke thought as his vision swam.

Beads of sweat formed on Jean's forehead from all the concentration needed to cause all the movement. "_Maybe I went to far,_" Jean thought when she saw Spyke on his knees.

"I think that is enough for today," said Cyclops as he add mental "_before you two end up in the medical wing._" He hoped that Jean didn't hear him as he walked over to help Spyke up.

Jean levitated the remaining balls back to the basket. She walked over to where Cyclops was letting Spyke lean on him. She felt bad about what she did to Spyke and thought "_I should apologize._"

Jean was about a few feet away from them when she heard Cyclops speaking to Spyke, "How you feeling?"

Jean wasn't sure what to do for the moment. So she decided to just stand there watching the two.

"I'm fine," Spyke said with a tone that told everyone he wasn't. He tried to stand on his own. It took a little effort, but he was eventually able to do it. When he was finally standing on his own two feet, he tried to took a step but stumbled. Spyke found that he was still slightly dizzy.

"You should sit down for a minute," Cyclops said as he caught Spyke before he could fall. The tone he use was gentle, but you could tell this was an order not a request.

Finally deciding what to do, Jean took a few steps towards them. Using a sincere tone, Jean said "I feel so ba.." She didn't finish as Spyke cut her off.

"Don't even start," Spyke said. Jean thought he was going to be mad at her, but what he said next assured her that he wasn't. "I was kinda a jerk." He stood up on his own, finally not dizzy, and said to Cyclops "Thanks dude."

"No problem," replied Cyclops.

Turning towards Jean, Spyke saw that Jean still felt bad, so he said "It's really no problem Jean." He paused for a moment then jokingly said "Anyways, it's not like anything can keep the Spyke man down for long."

Upon hearing Spyke, Jean was going to give him a playful punch in the shoulder, but was stopped by Cyclops stepping between them. He looked at Spyke, then turned to Jean and said "I wonder if Gwen has shown up in the Control Room yet. Why don't we go check." He started to walk away from Jean and Spyke. While walking, he looked over his shoulder at them and said "Besides, I think Spyke has had enough of a beat-down for today."

After saying that, Cyclops quickly walked to the Danger Room's exit, leaving behind a blushing Jean and got a "HEY" shouted at him by Spyke. The two teen only took a couple of moments to gather themselves before following behind Cyclops.

-With Wolverine and Rogue-

Before they all broke off into separate groups, Logan knew that he was going to take Rogue. He wanted to make sure her hand to hand combat was top notch. He would never emit it but he cared about her (along with the others) and he was worried.

"_Her power gives her the potential to be one of the most dangerous mutants around. The only problem is that, when going into battle it's almost like she is unarmed while everyone else is,_" Logan thought as he and Rogue walked over to a large red mat he had put there earlier in the day. It was circular and had a diameter of 12 feet.

The two of them didn't need words for Rogue to know what Logan planned. They had done this before several times. They were both in their uniforms.

Logan's outfit was a little unique compared to the others, being that it was mostly an orange color. The shoulders and part of the chest were orange. The chest had an orange triangular pattern, with the point of the triangle at his waist and the edges going over his pecs to connect with his shoulder. The other part was black. His lower body was cover in a tight fitting black material. Around his waits was an orange belt. It had what looked like a black strap on each side of it and in the center was a square. The square was outlined in a silver color with the interior black. There was a red "x" on top of the black as well. His arms were bare. On his hands were orange gloves that ended around the middle of his forearm and had 2 black straps on each of them. On the top of each glove were 3 silver half cones. On his feet were boots very similar to Cyclops's with some differences. His were more put together and seemed more compact then Cyclops's. They were orange and the tops of the knee pads were black. There were 5 black straps on each of the boots, 3 on the shin parts and 2 on the feet. His head was covered with an orange material. The corners of his jaws and half of his cheeks were covered in black. His eyes were blanketed in black, which went to the side of his nose (the top of which was orange) to the side of his head. From here they shot off, in what looked like bat ears or small wings. Over his eyes was a white material that allowed him to see out but not for people to see his eyes. His overall appearance gave him an animalistic look.

Rogue was wearing a skin tight black body suit like everyone else. On her shoulders she had pads like Cyclops's outfit. Her boots were like his too, except they were completely black. On her waist was a belt like Nightcrawler's. Her chest and upper back were covered in green armor. It was shaped so that it hugged her breasts and made them more pronounced. On her hands were brown gloves that prevented her from absorbing powers or anything else from people.

"_So what should we do today?_" thought Logan. He usually had a slightly different goal for Rogue to accomplish during these spars, but because of a certain recent event he hadn't planned one. "_What Max told me was horrible. The Tennyson family was scarred and almost broke about that day. And that poor kid._" They stood for a few moments in silence while he thought.

"_What is takin' him so long?"_ thought Rogue. Usually she would wait for him, but her impatience won out. "What we doin' today, Wolverine?"

Rogue's voice broke Wolverine out of his thoughts and slightly surprised him. He was able to keep a straight face and make it look like she didn't catch him off guard.

Turning towards the girl, Wolverine said "Just sparring today. No rules, so don't hold anything back, Kid." That was all he said and Rogue just nodded in reply.

They both took similar stances facing each other. Their legs were spread to strengthen their position. The left side was forward with that arm raised in front, the right arm guarded the other side. They just stood there for a few moments, looking at each other, waiting for their opponent to start.

Wolverine wasn't going to start. "_I want her to make the first move._" The tension was thick in the air. He looked at her and a smirk formed on his face as he thought "_The tension is getting to her._"

"_WHY AIN'T HE DOIN' ANYTHANG!_" Rogue thought. The silence and lack of action were like fingernails on the blackboard of her mind. She took a moment to think. "_Ever since ma powers/curse began, I've been . . .moody and easily irritated . . , well more so than normal. I guess it is just gettin' to me. Who wouldn't be upset. I can't touch anyone or eventually be . . intimate with a guy. Then there is the fact that it's that tim. . ._" She stopped mid-thought as she caught the look on Wolverine's face. "_Is he .. SMIRKIN'! I can't believe him. I'll show him._" With that thought, Rogue launched into an attack.

Rogue twisted forward with a round house kick. It was aimed at the left side of Wolverine's head. "_That'll teach him,_" Rogue thought as she felt her leg land a hard impact. As she stood on one leg with the other in the air, Rogue turned her head so she could see. "_Crap!_" she thought as she saw that Wolverine had raised his left arm to protect himself.

"Nice try Kid," said Wolverine. Twisting and turning his left hand around, he reversed the block and turned it into a hold. "But not fast enough," Wolverine said as he proceeded to throw Rogue over his shoulder.

"_Double crap,_" Rogue thought when she felt the grab on her leg. Then "_Triple crap,_" as she flew through the air. She was quick to focus herself as she fell towards the floor. Using her reflexes and what Wolverine taught her, Rogue was able to land in a roll. From this she quickly got up and took a fighting stance, facing her opponent.

"Good landing Kid," said Wolverine. He had turned around with his throw so he could see Rogue's landing. "_She's doing good. I've only been training her hand to hand combat skills for a couple of weeks now. Most students fall flat on their faces from that,_" Wolverine thought. He remembered the first time he threw Cyclops that way and the boy land on his back dazed. He gave an audible chuckle at the memory.

Upon hearing Wolverine's laugh, Rogue said with a bit of anger "What ya laughin' at?" It sounded like an accusation to Wolverine. "_Better not be me,_" she thought silently.

When Wolverine realized what it must look like to Rogue, he replied "Nothing really." She gave him a look that said "I don't really believe you."

Wolverine saw the look and thought "_I think that I'll rial her up a bit._" He proceeded to say "Just something funny," with a tone and look that seemed to say that the amusing thing was Rogue.

Wolverine watched as Rogue took the bait and charged him. She was aiming a punch at his face. He started to move to his right, thinking, "_I thought I taught her bett . ._" The thought was interrupted by his amazement at what happened next.

Rogue had a plan when she went to attack Wolverine. She wanted him to think he had gotten her mad. That punch was a distraction for her real attack. When she got close to Wolverine, Rogue stopped the punch aimed at his face and attacked with a left hook. It hit Wolverine, just not were Rogue planned to.

Because Wolverine moved, Rogue's punch landed directly on his stomach. Wolverine wasn't prepared and it knocked the wind out of him. He didn't let Rogue see this and kept his face even. They both stood there frozen for a few moments. Rogue surprised that she just punched Wolverine in the stomach and him surprised by the force behind the punch.

"_She has one mean punch when she wants to_," Wolverine thought as he silently got his wind back.

They slowly disengaged from each other. "_I caint believe that just happened. I hope Logan isn't mad." _She looked up into his face and thought "_Damn, it's hard to read his face. I caint tell if he's mad or not._"

Wolverine looked at Rogue and saw that she looked tense. Guessing that she was worried about punching him in the gut, he walked a few feet away, turned around to face her, and got into a fighting stance. He saw that Rogue was just standing there, so he said "What you waiting for Kid? We sparing or not?"

At hearing this Rogue visible perked up, well as perky as she got. She took a fighting stance and they squared off.

They started exchanging blows. Wolverine would throw a punch or a kick. He wouldn't use his full strength or speed, so that he didn't hurt her and so Rogue could try to block them. Even though he did this, his blows still ended up pushing her around.

Rogue would return his blows with one of her own. Unlike Wolverine's attempt to lessen his attacks, Rogue threw all she could into her attacks. It wasn't that she wanted to hurt Wolverine, it was the fact that she knew that he could take it. She was putting so much force behind her blows that sweat was forming on her forehead. She started to huff and puff. A drop of sweat rolled down her forehead to her cheek. Some of it would sting the sides of her eyes.

Wolverine observed Rogue's condition and thought "_I think she has had enough for today._" He looked around without moving his head and saw that Jean, Cyclops, Nightcrawler, Storm, and Spyke had all left. "_When did they leave? Must have been while we were sparing. I must be getting rusty if I didn't notice earlier._" The two of them stood there with the only thing breaking the silence was the sound of Rogue's ragged breathing.

"_I know the perfect way to finish the match and get a little revenge for that lucky shot earlier,_" Wolverine thought as a smirk came to his face.

Rogue saw his smirk and had just enough time to think "_Shit_" before Wolverine charge her. She wanted to dodge, but she was so tired. Thinking quickly, Rogue set up countermeasures to Wolverine's attack. "_Hope this works._"

Wolverine saw that Rogue was up to something, but he just kept on going. "_Anyways it's not like it matters, I'll just deal with it. I mean I am a hand to hand combat expert and Rogue is a just a novice,_" he thought arrogantly.

Wolverine throw out this left fist. It was aimed at Rogue's head. She saw it and worriedly thought "_Is he goin' to punch me in the face?_" She almost faltered in her actions, as Wolverine's fist shot by her head. It hit the empty air over her right shoulder.

"_6 inches to the left and that would've hurt,_" Rogue silently thought. Then as if to emphasis a point, Wolverine extended his claws. "_Really HURT,_" Rogue thought surprised, but not scared.

"I think that I won this match," Wolverine said. He waited for Rogue to sigh in defeat, what he got was a grin instead. "_What's she so . ._" he thought, but was interrupted by Rogue's laugh.

"(laugh) Ya haven't notice yet have ya?" Rogue said with mirth in her voice. Wolverine gave her a look that said "what are you talking about."

Rogue gave another laugh in reply as she thought "_I caint believe it_" and just look down his arm.

They stood there for a few moments, before Wolverine thought "_What is she LOOKING at?_" He turned his head so he could look down his arm at whatever Rogue was looking at. What Wolverine saw surprised him. "When did she do that," he said. He meant to think that, but he was so surprised that he said it instead.

Rogue's ungloved hand was hovering about an inch above the bare skin on his outstretched arm. Replying to Wolverine, she said "When ya were comin' at me." They took a moment to untangled themselves. "Gotta be able to use ma powers in a moments notice," Rogue said as she bent over to pick up her glove.

They were silent for a second before Rogue broke it saying "So, who wo.."

Wolverine cut her off by saying very quickly, "It was a tie. Now let's go to the Control Room." He started to walk to the Danger Room exit.

"_That's it. No "good job Kid" or anything. What the hell! What will it take to impress him,_" Rogue thought in defeat. She slumped slightly and continued thinking "_I shouldn't be surprised._"

After taking a few feet Wolverine looked over his shoulder and saw that Rogue was following him, but looked slightly sad. Deciding to do something about it, he said "Good job Kid," with as much sincerity as he could muster and he meant it. Wolverine saw her visible brighten at hearing that. Looking forward, he continued walking with Rogue next to him this time.

"_That was the first time I/he said something like that,_" they both thought. With that thought lingering in their heads, they continued on silently to the Control Room.

-Back in the Control Room-

Gwen watched everyone training in the Danger Room. Not sure who to watch or where to look, her eyes bounced around each training session down below.

She was stunned into silence by the scene. "_That was simply . . . I don't know what it was. Amazing, crazy, scary and freaky are just some of the things it was,_" Gwen thought as she just stood there, starring down.

Charles wasn't reading her mind, put he could feel her unease. "_Maybe I should assure her that it is okay._" He wasn't the only one thinking of talking to her.

Kitty was slightly disturbed by the way Gwen was silent and just stared down. "_So. . . , like should someone like totally say anything._" Kitty looked at Charles, and saw that he was focused on Gwen. "_Is he like going to do something?_"

As Charles and Kitty were thinking about saying something to Gwen, she was thinking, "_That is so cool. They have all kinds of training equipment and it just comes out of the walls. Logan can help me with my karate and.. and .. I definitely want to give it a try._"

Gwen quickly turned around to face Charles (and Kitty who happened to be standing next to him). She excitedly said "Professor X, when do I get to use the . ." pausing because she had forgotten the name of the room below for a second in her excitement, ". . the Danger Room."

"When everyone arrives we ca.." Charles had begun to say, but was interrupted by Nightcrawler and Storm appearing in a cloud of smoke.

Kurt had teleported himself and Ororo into the room so that they landed right in front of Gwen. Ororo had just enough time to release Kurt's hand before the two teens cried out in surprise.

Kurt and Gwen had almost identical reactions. They let out loud surprised sounding noises, then both stumbled backwards a few steps before starting to fall.

Used his flexibility and reflexes, Kurt brought his hands up and curved his back backwards. His hands hit the ground first, then he proceed to go into a hand stand. Kurt then flipped over so that he landed in a crouch facing in Gwen's direction. Before he could say anything, and to the surprise of everyone, Kurt was surrounded by pink light and lifted into the air. The light ran across the room from Kurt to Gwen.

When Kurt appeared, Gwen got a face full of smoke. She got some of it in her eyes and mouth, leaving her blind and coughing. As she landed on her butt with a hard hit, her training with Grandpa Max and Verdona kicked in.

Gwen reached out with her senses so she could detect where her assailant was. It work by allowing her to "see" the mana all around her. Like infrared vision, just with mana instead. Raising her left arm, her hand was surrounded in a bright clear pink orb. Then a beam of light shot out and wrapped around her target. She raised them into the air as she used her right hand to get the stuff out of her eyes.

As this was going on, Charles, Kitty and Ororo had similar thoughts of amazement running around in their minds.

Charles thought, "_That was impressive. She will make a wonderful addition to the team._"

Kitty was thinking, "_Where did she like learn to do that? That was totally killer._"

Ororo's thoughts were slightly different. She had a straight face, but mental she was rolling around on the ground laughing her ass off. "_That was priceless. They looked so cute as they freaked out. I am so going to take this off of the security cameras and make it into photos._"

Back with Kurt. He was surprised when he was lifted into the air. "_Vhat's going on?_" he thought as he looked over to Gwen and saw that she was rubbing her eyes. "_She must have thought I vas attacking her or something. Vell I'll fix this." _He smiled as he thought, "_I'll yust teleport . out . . of . . . here_." His smiled vanished as he started to panic and struggle in her hold. "_I can't teleport out._"

At this point, Gwen had stood up. She was still coughing, but she had gotten the smoke out of her eyes so she could see. "_What happened?_" Gwen wondered as she gathered her thoughts. "_I was just standing here then poof, smoke in my face._" All this time she had Kurt held and didn't even notice it was him. "_Was I. . ."_ Gwen looked at who she had captured and it took a few minutes for it to click in her mind what she was seeing. "Oh MY GOD! I didn't reali. . ." Gwen started to say but was interrupted by the Control Room's door opening.

It was this scene (a freaking out Kurt held up by some light that was coming from a stunned looking Gwen) that Logan, Scott, Evan, Rogue, and Jean walked into.

Scott was the first one to speak. "Sooo. . .Are we interrupting something?" He said this with a joking tone, but he was ready to step in if Kurt needed help. Scott's voice seemed to be the catalyst that unfroze Gwen and Kurt.

Before Gwen could say anything more, Kurt yelled out, "LET ME GO!"

Releasing her hold on him, Gwen promptly dropping him to the ground. She then rushed over to help Kurt up. "I'm so sorry, I was just so surprised." She would have apologize more, but Kurt spoke up first.

"I'm the one that should be sorry. I did surprise you and all." Then he smiled as he added, "I really need to vatch vere I teleport."

His joke was able to make Gwen feel better. "_If he's joking about it then he must feel fine now._"

The thought on everyone's mind was why Kurt was freaking out. Rogue was going to ask Kurt this, but he answered that when he asked Gwen a question.

Turning towards Gwen, Kurt asked "Vhy couldn't I teleport avay?"

Everyone listened as Gwen replied in a sheepish tone that spoke of how sorry she felt. "When I was holding you, sorry again by the way." Kurt waved for her to go on. "It felt like you were going to . . ," she paused for a moment to think about how she should put it. ". . slip out of my grip so I latched onto your mana to strengthen the hold." She silently thought, "_And it would feel like you were ripping off a limb if you did get away._"

Kurt gained a thoughtful look on his face as he reflected upon this. "_Maybe vhen Gwen felt like I Vas going to "slip avay" vas vhen I was going to teleport._"

As Gwen and Kurt were exchanging words, the others in the room were observing Gwen's outfit. It was met with approval from all the X-Men.

After they finished fulling looking over Gwen's outfit, Logan and Ororo walked over to Charles to talk about how the short training sessions went and other things.

Walking up to Kurt and Gwen, Rogue thought "_I wonder were she got her outfit?_"

"Nice outfit," Rogue said to Gwen.

Gwen turned so she could fully face Rogue and replied "Thank you."

Rogue walked fully around Gwen in a circle as she took in the details of the outfit. Stopping so she was standing in front of Gwen again, Rogue said "I was wonderin' where ya got it? The mask reminds me of the ones that they wear at Mardi Gras."

"My grandmother Verdona put it in my bag before I left. She wanted to surprise me with it. . and she did," said Gwen. She lied because she didn't want to explain that her grandmother made it appear in her room after she got here.

"Dude, how did she know that you would be needing an uniform?," Evan asked. He had walked up while Rogue and Gwen were talking and now stood next to Kurt.

"That's just how my Grand-ma is. She always seems to know the right thing to do," replied Gwen as she turned to face him. Turning back to Rogue, she said "Well, to answer your question, that's actually were I got the mask. When I was ten, Grand-pa Max and Grand-ma Verdona took me on a cross-country trip for summer vacation."

Gwen pause just a second to think, "_That was one crazy summer._" She laughed at her though, which got a few looks from the people around her. Realizing that they were giving her a strange look, Gwen quickly said, "Sorry, just remembering how crazy that summer was. That was when my powers manifested themselves and my grandparents started to train me. So anyway, we happened to be in Louisiana around the time Mardi Gras was going on. Walking by a vender selling masks, I stopped to look at them. I was just looking when I saw this one," she pointed to the mask on her face. "It just . . called to me. I thought about buying it, but decided not to. I was going to just walk away and not get it, when Grand-ma Verdona walked up behind me, picked up the mask and bought it."

Again Gwen stop to laugh, but quickly said, "After she bought it, she turned to me and said "You're going to need this and I think it will look very good." At the time I didn't get what she was talking about, but I think this," she gesture with her hands to her outfit, "was what she was talking about."

Kitty, who had walked up so she was closer to the group, said "So like what, is your Grandmother like totally psychic and can see the future or something?" Her words made it seem like she was trying to be rude, but her tone was just questioning and curious. That is the only reason Gwen didn't get offended. As if Kitty realized what she said sounded kind of rude, she said "Not that it's a bad thing or anything."

"It's fine and to be honest, it is kinda weird. But you get use to it . . . eventually," replied Gwen.

As Kitty, Rogue and Gwen were talking, Kurt and Evan stood off to the side and had a lost in thought look on their face. They had this look on their faces since Gwen mentioned that she had been to Mardi Gras. What they were thinking were almost the same thing, Gwen at Mardi Gras. Not her as a ten year old, but as as she was now.

Imagining Gwen showing her chest to get beads, they gained goofy little smiles. It wasn't that they were perverts or anything, it was one of those times that you couldn't help something just popping into your mind. Plus they were teenage boys and that type of thing seemed to always be in some corner of their minds somewhere.

Kurt blushed at his thoughts. "_I vonder vho vould actually do it._" He pictured Kitty, then Rogue doing it. Mentally shacking his head, he thought "_No, neither of them vould do that._" Kurt thought of Ororo doing it and if it was possible his blush increased. "_Stop thinking of her like that._" He almost thought of Jean doing it, but something Scott said stopped him. "_Don't ever think badly of a telepathic in front of them, especially Jean. That's what Scott said. Something about her having trouble not reading minds sometime, particularly if the thoughts are about her._"

Evan's thoughts were very different than Kurt's. Where as Kurt's were more innocent and just curious, Evan's were not. Let's just say that if Evan could transfer his thoughts to video, he could sale them to Girls Gone Wild and it would be one of the top most sellers. The only other difference was that he didn't think of his aunt Ororo. That would just be wrong.

Then Kurt thought "_I vonder if Jean is reading my mind now_." As Kurt was thinking this, Evan chose Jean to join the cast of the Girls Gone Wild video playing in his mind. Before either of them could think another thought, they felt a sharp pain in their minds. It was almost like a bee sting. Both of their hands shot up to their heads. It looked like they had killer headaches.

Charles, Ororo, and Logan didn't notice because they were fully discussing what they should do for Gwen's training.

Kurt was the first one to lower his hands. After a few seconds, it was like he never felt any pain at all. "V_hat vas that?_," Kurt thought as he turned his head to look at Evan. "_He looks like he has a bad headache._"

"_That's because he does. . . And I gave it to him,_" Jean thought to Kurt.

"_Vhy did you do that Jean? It hurt,_" Kurt thought back. He turned slightly to the side to see her leaning against the wall next the Scott. They were chatting about something, most likely school. Kurt took a moment to think "_How can she carry on two conversations at the same time?_"

"_Practice__,_" Jean said in Kurt's mind, totally creeping him out and causing her to mentally laugh.

"_Just so you know, Evan got it worst than you. And I did it because of what you and Evan were thinking._" As Jean thought this to Kurt, his face became a completely blushed. Jean saw it and thought it was kind of cutie on the blue furred boy. "_Well, it was more what Evan was thinking than you. That's __why you got just a pinch while he got a full blown migraine._"

Jean then thought to herself, "_Evan got what was coming to him. He shouldn't of thought of me or the others like that._" She shuddered because she felt dirty. Evan's thoughts made her feel like a piece of meat.

Jean knew that she shouldn't have read his mind, but she had trouble controlling it sometimes. "_I can't believe I had to see myself doing those . . those . . things. I need a bath._" She looked at Evan. " _I would give him a verbal lashing, but with that migraine, entering his mind would double the pain he is currently feeling . . . maybe I should do it anyway._"

Before Jean, Kurt or even Evan could continue their current "talk", Kitty turned to Evan and said "Evan, like what is the matter? You totally don't look well." This turned everyone's attention towards Evan. Even the three instructors looked up at hearing this. No one had noticed that Kurt had gripped his head in pain for a short amount of time too.

"Yeah, I just got this major splitting headache out of nowhere," replied Evan. When the instructors heard this, they focused back onto what they were doing. It wasn't that they didn't care, it was just a headache. If it got worst then they would take action.

"You should totally like sit down," Kitty said as she pull out one of the chairs and offered it to him.

"I think I will," Evan said as he sat down.

It was a moment after this that Charles, Logan and Ororo walked over to the group. Logan and Ororo had finished telling Charles about how well Rogue and Kurt did during their training session.

Seeing them walk over, Scott and Jean decided now was a good time to join the group.

Charles looked over the children/young adults standing before him. As he looked at Scott, he thought "_I have to ask him, Jean and Evan how their training together went later._"

Turning his attention to Gwen, Charles said "Gwen, I have a few questions before we can start your training." Getting a nod and a "Okay" from her, he continued. "First off, we need to know what previous training you had and what your powers fully entitle."

Gwen gave Charles a slightly confused look. "_Didn't I explain it yesterday_?" Before she could verbalize this, Charles spoke again.

"I know you told us that you can manipulate and control mana, which can allow you to cast spells. I was just wondering if you could elaborate for us. We have seen a few instances of it, but I hope you could give us a list so we know what we are working with," Charles said.

"Well, to what training I've gotten . . .I've trained with my grandparents for about the last six years with my powers. I have taken karate since I was little and obtained my black belt when I was twelve." Most of the people in the Control Room were impressed by this, even Logan.

" _That's pretty good. I should get her to join Rogue's and mine sparing matches,_" thought Logan as he look over at Rogue.

Rogue wasn't as affected by this. "_I did the same thang. She'll make a good sparin' partner._" A smile took place on her face.

Logan saw Rogue smiling and thought "_Definitely joining us._"

Gwen continued talking. "As for powers. If I had to list them . . . . mana manipulate, mana projection, mana absorption, mana detection, portal creation, clairvoyance, telekinesis, telepathy and astral projection."

Everyone had around the same thought at hearing that, "_That's a lot._"

Charles was the first to say anything, "Thank you, Gwen. That will help us in your training. I just have one more question for you." He paused for just a moment and then said "Are you ready to begin?"

Gwen didn't even need a moment to think. "Yes," she said. "Yes, I am." Gwen gain a confident smile, as she thought "_I'm going to show you what a Tennyson can do._"


	4. Chapter 02 part 1: Finding Out

Author Notes: Sorry it has been a long time without updates, but I had a problem with my other story (Medical Strings). Had to fix that first before I could start this. I also had to review this story before I could write, kind of forgot where I was and it got me in the mood to write. The action picks up in this chapter and I addresses some of the things people asked about. I actually enjoyed writing the action scenes. It's funny, but I actually had a hard time stopping writing this. I had to force myself to end it before it got to long and made editing impossible for me.

I also had to edit some things in chapter one. Just so you don't have to go back and reread stuff, I'll list the changes here:

Chapter 1 part 1

1.)Some of the descriptions, so they flow better. They won't effect the story, I just was fixing stuff.

2.)When Max was talking to Charles over the phone, he told him that Tennysons were hit with a tragedy a few years ago. I changed it to several years ago.

3.)Gwen's age in the picture of her, her mother, and a pregnant Sandra Tennyson. Gwen is 9 in it now.

4.) Added a desk and chair to Gwen's room and gave her a laptop.

Chapter 1 part 2

1.) Just some small details. No need to re-read.

Chapter 1 part 3

1.) I change just a few things, nothing really.

Reviews:

shushinking: I'm not fully sure. I got a little distracted in the story and then with Medical Strings. I'm hoping to have him show up in this chapter or the next.

coldblue: You should get an account so I could contact you. I'll answer all of your reviews together.

I believe I said exactly when this was happening in the first chapter. After season 1 episode 7 of X-Men: Evolution, but before the next episode. Looking back, that wasn't originally what I meant, but I think that would work.

Yes, Kevin will join the Brotherhood, not sure when. Maybe the next chapter. When he shows up, it will be the first meeting between him and Gwen . . . ever. They have never met before. This is like a different universe then the Ben Ten universe. Basically this is the X-men: Evolution universe with elements from Ben Ten added.

I'm aiming at aliens being unknown about for now. The High Breed Invasion isn't happened yet, I going to focus on the X-men: Evolution story line for now. Aliens will eventually be involved, but for now . . . just trying to set up the story.

Now, about Kurt and how he feels about the girls. . . Are you asking about how he thinks about them, because if you are then I have a reason. That's because I have a plan that involves his feelings and a girlfriend. No more info.

Ben will eventually be here, just be patient. I'm not sure which side he will join. He will be slightly darker I believe. I think a lot of people will be changing sides.

Pairings: Jean and Scott. Gwen and Kevin. Kitty and Lance. The rest I don't know about for now.

I haven't abandoned the story, just working on my other one. Sorry, it took so long.

I honestly can't answer all of your questions without giving the story away. Sorry, but if you set up an account, I could contact you, get your help with the story, and tell you stuff that no one else would know.

ultima-owner: No, she doesn't. It is just that Evan pissed her off and I thought it would be funny.

Bigby the Big Bad Wolf: You are right, but I didn't want to abuse him. They do that at Mardi Gras. Some women, mostly tourists, show their breasts for beads. It has been documented since 1889.

SP2.0MaxedOut: Rouge/Ben or Kitty/Ben so not happening.

avatoa: Fixed it and I'm surprised that no one noticed before you did.

Wolfprincess23: THANKS

Dovahkiin the Imperial: Sorry about that, I'm hopping to get him in here soon. Ben is NOT dead. Now the omnitrix, you doesn't necessarily need to be in the story. And just so you know, it's was one chapter split into 3.

Gillespie: Thanks and you should get an account.

Trying -Helps: Thanks.

Speaking: "What time is it, . . . STORY TIME."

Thoughts: "_Does my butt look big in these pants?_"

Physic Speaking: "_I'm the voice in you head, Bob, and I command you to . . . . WRITE._"

Omni Evolution: CHAPTER 02 PART 1: Finding Out

When Gwen got down to the Danger Room, it was set up to look like a marathon race was going to happen. There was a large track going around the edge of the domed room. She walked over to the starting line and waited.

"Gwen, I want you to run thought this obstacle course and try to get to the finish line," Charles said over an intercom. "It may seem dangerous, but I'm at the controls so nothing will really hurt you. . . . . .You can start whenever you're ready."

Gwen took a few deep breaths before getting into a runner's starting position. Her body was bent over with her ass slightly raised in the air. Her left knee was bent forward and her right leg was behind her. Her arms were out straight, holding up her upper body. She was looking downward for a moment before she faced forward and shouted "Ready!" She then started running down the course.

Hearing her, Charles manned the controls while everyone watched Gwen. Nightcrawler disappeared for a moment and returned with a bowl of popcorn to eat while he watched.

"_I wonder what kind of obstacles . . .,_" Gwen's thought was cut short by a huge metal spike that appeared a foot before her. Dodging to the side, she was now closer to the side of the Danger Room. More spikes came out of the wall, trying to impale her. She easily avoid these ones too. "Is this the best they can do?"

Her answer was a giant robotic claw coming out the wall, grabbing her around the waist, and lifting her high into the air. Gwen placed her hands on the metal pincher and struggled to get out for a bit. Then she held out her right hand and shot a blast of pink energy, severing the mechanical arm from its base. As the now limb machine fell, Gwen was released from the claw's hold. She fell a few feet before a transparent pink platform manifested and caught her. She landed on her feet. It lowered to the floor and she step off to continue running.

Off to her left, a round cylinder came up out of the floor. It was about the same size as a trashcan only taller. The bottom half separated from the floor and into 3 sections that extended out into insectile robot legs. On both sides of its body, a panel opened up. Both panels had two gun barrels pointed at the ground. The barrels twisted until they were facing forward. The bottom gun barrel was bigger then the top one. Then a round hole opened on the front, showing a large camera lens. After a second, the eye glowed red and scanned the area. When the mobile gun turret found its target, Gwen, it took a step toward her and started to shoot. She dodged to the side and saw that it was firing small beanbags at her. They would leave behind just a bruise if they hit her. Gwen avoided a few more shots before she threw a blast at it. The machine quickly dodged to the side and returned fire. Barely avoiding the beanbags, Gwen took another shot at it. The mana ball landed directly in its eye, blinding the machine. The machine started to blindly fire around and Gwen put up a shield to protect herself. After a few seconds, it violently sparked a couple of times then shut down. It fell limply to the floor. Gwen lowered her shield and continued down the course.

She got a few more feet before three lasers emerged from different panels. One from the ceiling, another from the wall, and the last one was in the middle of the room. They took aim and fired at Gwen.

As fast as she could, Gwen put up a translucent energy dome around herself. The blasts let off a small explosion when they landed, leaving behind a cloud that covered the area. It was silent for a few moments as the smoke settled. Once the air was clear, it was revealed that the pink shield had deflected the blasts without a scratch. When the lasers' targeting systems realized that their objective wasn't completed, they started to rapidly shoot at the costumed teenager.

Under the repeated shots, Gwen's shield started to crack. Sweat formed on her forehead as she concentrated on holding the barrier up. "_What am I going to do._" She felt a nudge on her side and looked down. It was Saifu trying to get Gwen's attention. "Yes, Saifu." The bag smiled at her. "You have an idea." Saifu nodded and unzipped her mouth. Behind the bag's sharp teeth were many small pairs of pink glowing eyes. A smile came to Gwen's face as a plan formed in her mind. "Thanks Saifu," she affectionately told the bag.

When the dome was shrouded in smoke again, the laser assault paused and the machines waited for any movement.

Many tiny shrieks could be heard before small creatures flu out of the clouds. They looked like bats made out of brown clay. All over the bats were small pink glowing swirls that looked like veins. The bats started to swarm around each of the lasers. The machines tried to shoot the bats, but there were too many and they were moving too fast for a target lock.

The smoke cleared to reveal Gwen smiling up at the mana infused stone creatures. She then concentrated and mana started to pool in her right hand. The energy formed into a small ball with pulsing pink electricity around it. After a moment, she quickly brought her hands together and flattened the energy into a large disk. Taking the energy disk in one hand, Gwen threw it like a frisbee. The disk sailed in a curve, went to each laser and cut through each gun barrel. There was a small explosion at each laser and they stopped moving. With its job done, the disk flu back to Gwen. As it was coming towards her, the disk shifted shape back to a ball. The sphere landed in her hand and she just held it for a moment before feeding it to Saifu. The bag looked happy for the mana snack. After a few moments, the bats came back and they too were swallowed again by the magic bag. And Gwen was off.

There were a few more spikes, which the teen easily dodged. Then out of nowhere, walls started to rise up along the course. Gwen was able to get over the first wall before it was too high. She looked at the second wall and thought "_I can climb over, but I know an easier way._"

Raising her arm and concentrating, mana platforms appeared. They arranged themselves to make stairs that went up and over the wall. Gwen run up the stairs. The moment she stepped off of one energy square and got to the next, it would disappear. When she was at the top of the wall, the platforms didn't descend. Instead, they kept on going so that she could walk right over the rest of the walls.

Just as Gwen was over the last wall, a panel from the wall opened up and a giant rolling-bin swung at her. It struck, knocking her down and off her platform. Gwen fell a few feet before a mana square formed to catch her. She had landed flat on her back. Sitting up and rubbing her head, it took Gwen a moment to regain her bearings. The teen quickly got to her feet. The pink platform lowered to the ground and Gwen continued on.

The finish line was a short distance away and she went for it. Before she could get to close, another obstacle appeared. The floor a little ways down the course opened and a metal object came up. It was round, but flat on the top and bottom. Wires, tubes and mechanical parts went from the bottom to underneath the floor. Splitting in half horizontally, four giant curved blades sprung out. Then it started spinning like a merry-go-round. The blades were going so fast that they were just a blur of motion. This also started to generate some wind.

Gwen thought about creating some more mana platforms, to just go over it and avoid the blades, but those thoughts were put to a stop when the top of the machine opened and out came five metal tentacles. They didn't spin with the rest of the machine and each ended in a squarish pincer. In between each pincer was a red glowing camera eye. They started to coil around in the air, making ominous clanking noises as they opened and closed. Their movement made them seem like hungry snakes, searching for prey.

For just a few moments, the teen stared at the machine that stood between her and the finish-line. At this point, Gwen was tired and breathing hard. It had been a long time since she had such an intense training session. This was fun, but she wanted to be done with the obstacle course, so she tried to think of a quick way to get to the finish line. An idea came to her. Gwen reached down and placed her hand near Saifu's mouth. Without being told, the bag had a good idea what she wanted and spit out a small brown ball with glowing pink swirls onto Gwen's palm. It was the size of a golf-ball. The ball was then throw so that it land between the mechanical tentacles and fell into the machine. After a second, there was a small explosion of pinkish smoke and the blades started to slow down. The sound of tearing metal could be heard as dents and scratches started to form on the machine's shell. Something was in there and it was trying to get out. The pincers went down and tried to get the creature, but couldn't. After a moment, the blades stopped and the tentacles fell limp. The creature finally burst through the metal shell. The monster's face looked like a skull with a under-bite and huge lower canines. It was a small brown critter around the size of a very large dog. It's skin looked to be clay or stone, with mana spirals. The creature's pink glowing eyes looked around until it saw Gwen. When it did, the rock creature ran over on all fours and stood before its mistress, waiting for orders. It looked very happy to see her.

"Good boy, Kenny" Gwen said as she bent down and patted the rock creature's head. She thought for a moment and decide to keep him around for the time being. "Let's go," she said to the small golem. She then ran towards the finish line with Kenny behind her.

There were no more obstacles so they quickly made it to the finish-line.

The moment Gwen stepped over the finish-line, Charles said over the intercom "Great job Gwen. You can come back to the Control Room now." After he saw Gwen leave the Danger Room, Charles flipped some switches and the room started to change back to its standard unused state.

When Gwen got to the Control Room, she was surrounded by Kitty, Spyke, and Kurt. They praised her performance. The three all talked at the same time, telling her their favorite parts and asking questions. The others stood back and watched.

After a bit, Gwen couldn't take it anymore. "One at a time, PLEASE."

That got the three teens to stop.

Kitty was the first one to recover and speak. "Like what was that rad little thing that you used at the end?" She sound really excited, like she was dieing to know. "And those bat things . . . What like are they?"

Everyone was quiet because they were also curious.

"You mean Kenny? He's a golem brought to life by mana. I named him that . . . ." Gwen looked to her side for him, but didn't see that little critter. Looking around, she said "Where did he go?"

"He's over here," Storm said with a smile on her face. To her side and on top of a table was Kenny. He had his face buried in Kurt's abandoned popcorn bowl.

"Hey," Kurt said when he saw the stone creature eating his popcorn.

"He's like so totally cute," Kitty said before walking over and patting the critter's head. Kenny stopped eating and leaned into her hand. A purring sound could be hear coming from him. She picked him up and gave him a hug. He started to nuzzle her.

"Kenny," Gwen said in a parental tone. Hearing her, Kenny jumped from Kitty's arms and slowly went over to her. His head was hung downward. She waited until the small golem was sitting in front of her. "You know you don't need to eat and that you will need to regurgitate that later." Kenny gave her a sad look and after a moment, Gwen sighed. "It's alright, just try to remember."

Once the stone creature realized that he wasn't in trouble, Kenny made happy yip sounds and rubbed up against her leg. Gwen bent down and patted his head. When she stood up again, she saw that Charles was in front of her.

"You did great job, just as I expected from someone trained by Max and Verdona," Charles said with a smile.

"_She is definitively a Tennyson,_" Logan thought after seeing Gwen's moves.

"Thanks Professor Xavier," Gwen said.

Moving his chair until he was in front of everyone, Charles said "Now that training is over, everyone can go and do as they please." This got cheers from the younger X-Men and Charles smiled at them. "_To be young._"

He looked at his watch and before everyone left, said "Lunch should be ready in about two hours. . . . And I believe it's Jean's and Scott's turn to make it." He said this in a kind voice to remind them.

This made the two teens stop and sigh. It was hard making lunch for so many people and one that everyone would like. The two started discussing what they should make as they left with everyone else.

============================In the Girls' Locker Room===========================

Kitty, Jean, Rogue, and Gwen entered the locker room together. Ororo wasn't with them because she wanted to work in her garden and decided it would be easier to shower afterwards.

Turning her attention towards the small golem at her side, Gwen said "I'm sorry Kenny, but it's time to go back." He whined sadly at her. "I know you don't like being sealed away inside Saifu, but don't worry. I'll let you back out later tonight." That last part made Kenny feel better. He gave Gwen a happy smile before he disappeared in a cloud of smoke, leaving behind a small ball. Picking up the ball, she placed it in her magic bag. Gwen then joined the other girls by the lockers.

Each girl started to remove and hanged up their clothes. They then wrapped a white towel around themselves, so that it covered their breasts and went under their arms.

Jean quickly walked over to one of the shower stalls, hung her towel on a nearby hook and started to bathe. She need to be quick so that she could help Scott with lunch. Her shower was finished in 15 minutes. Getting out and quickly dressing, she walked out the door.

Having the time, the remaining 3 teens chose to relax for a bit. It was decide that they would use the sauna. The inside of the room was completely covered in wood. There were two levels of benches around the room.

Entering the wooden room, each of them took a different wall and sat in silence. They had only been in there for a few minutes, but Gwen could already feel her sore muscles relaxing.

"_This feels nice_," Gwen thought as she leaned back and closed her eyes.

The silence of the room was broken by Kitty saying "So. . . . ." She paused for a second and turned towards Gwen. "How do you like the mansion so far Gwen?"

Opening her eyes and turning toward Kitty, Gwen replied "It's been enjoyable." She still had a couple of doubts, but she didn't want to voice them.

"I'm like so glad to hear that," Kitty happily said.

After that, the two chatted for a bit. Kitty told Gwen about Bayville High and what the classes were like. In return, Gwen told Kitty what her old school was like. From there, they just talked about little things.

The two girls were so deep in their conversation that Rogue's presence was forgotten. Not that she minded, but she did find that being forced to listen to them was annoying. So she decided to ask something that was on her mind. "Gwen, where did ya learn those moves?"

It took a moment for Kitty and Gwen to realize Rogue had spoken. When they did, Gwen turned towards Rogue and said "Mostly from my Grandma and Grandpa. Grandma Verdona has the similar powers as me and when my abilities manifested, she was happy to teach me." She had a smile on her face as she spoke.

"That must have been nice, havin' someone to guide ya," Rogue said in a passive tone, but she was really jealous of Gwen. And she wasn't the only one.

"You are like so totally lucky, girl," Kitty said in a jealous tone. "I'm so jelling."

"It had its ups and downs," Gwen said with a shrug of her shoulders.

From there, the three girls fell into a comfortable conversation and got to know each other a little better. They all enjoy the interaction. Kitty was surprised by how much Rogue was taking part and thought "_I think this is like the most I have ever seen Rogue talk at one time._"

After 23 minutes of being in the sauna and talking, they got out. They had worked up a good sweat, so they went over to the shower-stalls and got clean. When they finished, each girl went over to their locker again and they changed into their normal clothes. Then they left the locker room to go upstairs. When they got off the elevator and back to the mansion, they parted and went their separate ways to do their own things.

++++++++++++++++++++++++++++ Later in the Dining Room ++++++++++++++++++++++++++

Scott and Jean had decided to make simple sandwiches for lunch. They figured that would satisfy everyone because the way they set it up, everyone would actually be putting their own sandwiches together. They even made some tuna-fish for Kitty.

By the time everyone showed up, the table was already set up for lunch. Everyone took a seat and started to make their meal. Logan was the only one not present because he had gone out on his motorcycle.

As they were eating, they all talked about different things. It was like they were one big family.

"Gwen, I would like to know more about those creatures you used in the Danger Room. They were quite unusual," Charles asked.

"Well . . .," Gwen started as she put her half eaten sandwich down. She was starting to get a little nervous with everyone asking so much about her lately, she wasn't used to it. "_It's like they are all surprised by all the things I can do. . . . I wish I brought Saifu with me. . . . . I always feel better when she is around."_ Gwen had left the magic bag back at her room because when she left for dinner, Saifu was asleep and Gwen didn't want to wake her.

After a second, Gwen said "They are stone brought to life by mana. Because it's my mana, they are inclined to listen to me. They also have a tie to my feelings, meaning that if I'm upset than they will be upset. Or if I don't like someone, they might attack that person."

"They sound useful in a fight," said Scott. He started to think of ways they could be used during battle or missions.

"Sometimes . . . they listen to me, but they do have minds of their own . . . . they aren't my slaves or anything, so sometimes they might not do as I ask," Gwen said.

After a bit, everyone was finished eating. Before anyone could get up and clear their plates, Charles said "Good job during training today everyone." He paused for a moment, then said "Gwen, I have scheduled a meeting for you with Ms. Darkholme, the principal of Bayville High School."

All of the students were silent after hearing the principal's name. They were all still a little sore about the Professor not telling them about Darkholme being Mystique.

"It is tomorrow morning before classes begin. I suggest you get to bed early tonight," Charles said to Gwen. He picked up his plate and went to the kitchen. When he returned, he said to everyone "I have some work I have to do for the rest of the evening, so I will see you all at 6 for diner." He then left the room.

After Charles left, everyone got up to clear the table. Each person helped and everything was quickly cleaned up.

The whole time Gwen could feel a tension in the air coming from the other students. As they were all leaving, Gwen decided to ask someone about it. She found herself walking up the stairs with Kurt (who wasn't wearing his image inducer), Rogue and Kitty.

"So . . .," Gwen started, getting the three's attention. They were still walking as she asked "What was up back in the dinning room?"

"Vhat do you mean?" asked Kurt as he looked back at Gwen. His tone and body language told everyone he had a good idea what she was talking about.

By this time, they were at the top of the stairs and were moving down the hallway.

"The tension was really high in the dining room towards the end, why?" Gwen asked. Her voice had a tone to it that told the others she was going to find out, so they may as well just tell her.

"Like why don't we go to your room," Kitty said. "We can like tell you and I will get to totally see your style."

"Okay," Gwen said as she quickly lead them to her room. She really wanted to know what was going on.

When they got inside Gwen's room, Kitty immediately went over and started to look through the books. Rogue and Kurt took a seat on the bed.

Walking over until she stood a few feet in front of Rogue and Kurt, Gwen turned her attention to the blue furred teen and said "Spill." She also gave him a look that said tell me or I'll force it out of you.

Kurt rubbed the back of his head nervously before he said "Vellll . . . ." He became silent as he thought "_Hov do I tell her that tomorrow, she is meeting our enemy. . . . and I don't even know if I can._" The Professor hadn't said if anyone could inform her of Mystique or the Brotherhood.

He never got to say anything because Rogue took the matter out of his hands. "Let's just say that Darkholme knows about mutants and doesn't like us here at the mansion." She was purposely being vague.

What Rogue said gave Gwen the wrong idea and made her think "_She doesn't like us because we are different and have special abilities_." This made her nervous. "That must be hard, having someone that dislikes us as the principal."

"Ya have no idea," Rogue said in a slightly dark tone. She had very negative feelings towards Mystique for using and tricking her.

Silence enveloped the room for a moment.

"_Tomorrow's meeting is going to be fun,_" Gwen sarcastically thought.

The two on the bed were thinking about their past fights with the Brotherhood and Mystique.

Kitty hadn't been paying attention to the three as she looked through the books. When she found a book she liked, she turned towards Gwen and asked "OMG. Can I like totally borrow this?" She held the book out towards Gwen.

This broke Gwen out of her thoughts. She turned towards Kitty and saw the book. It was about using the mind to walk through walls. "_I can see why she would want to borrow it . . . . and I have already read it,_" she thought. "No problem."

"Like that is totally awesome of you," Kitty said as she hugged the book to her chest. She closed her eyes and thought about reading it. Kitty looked positively excited.

Gwen's and Kitty's interaction caught the attention of Kurt and Rogue. The blue furred teen teleported and appeared across the room next to Gwen and Kitty, giving the two a bit of a surprise. "Vhat book is it?," he asked as he leaned his head over Kitty's shoulder, trying to see.

"Kurt (cough) what did I tell you about doing that?" Kitty said as she and Gwen coughed because of his smoke.

Blushing a bit and rubbing the back of his head, Kurt sheepishly said "Sorry, I forgot." His embarrassment was short lived, overrode by his curiosity. "So . . . what's the book about?" He then reached over and tried to get it from Kitty's hands.

Kitty dodged his attempt, but that didn't stop Kurt. He made a fake lunge for the book and Kitty move it behind her back. That was exactly what he wanted. He quickly teleported behind her and grabbed the book, only for his hands to pass right through it. He stared for a moment before he heard a giggle and looked up. Kitty was looking at him from over her shoulder. She smiled at him then stuck out her tongue. "Did you like think I would fall for that? As if." She laughed at him. "What you were trying to do was like so totally obvious that you may as well have been transparent."

Slumped in defeat, Kurt held his hands up. "I give. I'm helpless before your girl power." His tone was that of a surrendering soldier. "I'm ready to face the music."

The three all shared a laugh for a moment. When they all calmed down, Gwen said "If you are so interested in books, Kurt, then I have the perfect one for you." She walked over to the bookcase and after a second of looking, she grabbed one. Then she went over to Kurt and handed him the book. He looked at it for a moment before Gwen said "It's about astral projection." He gave her a confused look, so she explained. "That's the ability to separate your awareness from your physical body and send it somewhere else . . . . . I think it might help with your teleportation."

"Thanks, but I don't think so," Kurt said as he gave Gwen back the book. He shook his head for a moment before saying "The only issue is that I have to know or be able to see the area I'm teleporting to. If I don't, I might end up IN something."

"There you go. That's were this," Gwen smiled as she shoved the book back into Kurt's blue hands , "could come in handy. It might enable you to check out a place before you teleport there."

"Really?," Kurt said in stunned amazement. "That vould be so cool." He moved the book around in his hands, then he opened it and flipped through the pages. After a moment, he shut it and said in an appreciative tone "I'll give it a look over. Thanks."

"No problem," Gwen told him.

"Well don't ya just have a book for everyone," Rogue said in a sarcastic tone, getting everyone's attention. She had her arms crossed over her chest. She may have had a neutral look on her face, but Rogue's body language showed that she was clearly agitated.

For a moment, everyone was silent.

"_This is awkward,_" Gwen thought. She couldn't help replaying Rogue's words in her mind. After a couple of moments, she said "I just might" before walking over to her books.

"_What's she talkin' about?_" Rogue thought as she watched Gwen look through the books..

When Gwen found the right book, she went back to Rogue and handed it to her. Before Rogue could even read the title, Gwen said "It's about the power of mind over body. . . . There's this guy that could use just the power of his mind to make his body invulnerable. . . . . and I believe it might help you overcome your powers."

Those words caused Rogue to stare at the book for a moment before looking up at Gwen. "Do ya really think so?" she questioned in a quiet voice. She almost sounded desperate. "_I can't even dare to hope she's right._"

"Yes, I do," Gwen replied in a positive tone. She almost placed her hand on Rogue's shoulder to convey her support, but didn't. "_I think that physical contact wouldn't be the best way to encourage her._" So instead, Gwen tried to show it with her smile.

After that, they just hanged out in Gwen's room for a while. They were having so much fun that they lost track of time.

Looking at his watch/image inducer, Kurt saw the time and silently said "Damn." He walked over to Kitty and tugged on her shirt to get her attention.

When Kitty turned to him, she said "Like what Kurt?"

"We got to go Kitty." She gave him a confused look, so he said "I vanted to finish my homework before supper so I could have the night free. You said you vould help me."

"Oh," Kitty said sounding surprised. "Sorry, I like totally forgot."

Kurt held out his hand towards her and Kitty took it. Before they teleported away, they again thanked Gwen. Then in a cloud of smoke, they were gone, leaving just Gwen and Rogue in the room.

Getting up and heading towards the exit, Rogue said "I'll be goin' too, got things to do." Waving the book, she thanked Gwen for it. Then she walked out of the room and was gone.

Now that Gwen was alone in her room, she walked over to her bed and flopped down on top of it. As she laid on her back, she thought "_I hope they find those books useful. . . . I did . . . . Today went pretty good for my first day. . . ._" She then started to worry about school tomorrow. "_I don't know what to do about the principal. Why does she have to be racist against mutants._" She covered her face with her pillow because she wanted to scream. "_I hate when people are judgmental against others just because of what they are or look like._" Sighing, she sat up. She then got up and went over to her desk and sat at the chair. "Maybe surfing the web will take my mind off of it and I'll just ask the Professor about it after supper." With that decided, she opened her laptop and turned it on.

…...6 P.M. in the Dinning Room...

Everyone was seated at the table. They were have lasagna, pasta and stuffed shells.

"_This is great,_" Gwen thought as she ate. She didn't know who cooked, but she wanted to thank them. So when her mouth was clear of food, she said "Thanks to whoever cooked this delicious meal."

"You're very welcomed Gwen," Ororo said with a smile. "It's been a while since someone complimented me on my cooking." She didn't even realize how her words came off sounding a little passive aggressive.

Her comment started a chain reaction because everyone thanked Ororo for the meal. After that, it was silent for a few moments before the small talk started.

When the meal was over and everyone was leaving, Gwen caught up with Charles and quietly asked "Could I speak with you?"

"Of course, right this way Gwen," Charles said as he lead her to his office.

============================ In Professor X's Office ============================

Once they were inside his office, Charles went over and started the fireplace. He always felt that it helped provide a calming atmosphere to the room.

Gwen walked over and stood besides him. The two just stared at the fire for a while. The room was silent, with the crackling of the fire being the only sound heard. Charles wanted to give Gwen the chance to ask what was on her mind. He could feel she was having trouble phrasing what was bothering her.

After a few moments, Gwen turned to Charles and said "I wanted to ask you about Principal Darkholme." Her tone was a little nervous.

"Yes," Charles said. "What is the matter?"

After a few moments of silent thinking, Gwen decided to just say what was on her mind. "Is it true she doesn't like us just because we're mutants?" Gwen asked in a blunt tone.

This wasn't what Charles was expecting and it threw him for a curve. His voice was calm as he said "That isn't exactly true Gwen." Gwen had a confused look on her face, so he decided to explain everything to her. "_I should have from the beginning._" He thought about how he didn't tell the other students, how they reacted and shook his head at his mistake.

"Gwen," Charles began in a serious tone. "There is a battle going on between mutants that want to coexist with humans . . . and those that believe peace will never exist between us."

For a moment, Gwen was nervous. "What side are you guys on?" she asked as she thought "_I hope it's the peaceful one._"

"The peace seeking side," Charles was quick to reply. After a moment, he decided to just tell her. "Gwen, Principal Darkholme is a shape-shifting mutant that is fighting against us. She calls herself Mystique and leads the Brotherhood, a group of other mutants that attend Bayville High."

"This all sounds very complicated," Gwen said as she thought about the situation.

"Indeed it is," Charles said with a nod. He moved over towards Gwen and put his hand on her shoulder. "Don't worry about it, just act like nothing is wrong and she wouldn't openly do anything against you in public."

This information made Gwen feel a little better, but not completely. "That's good to hear, but what about the Brotherhood?"

"They won't do anything in public either. . . . . No one wants the knowledge of mutants in the open yet. And if they do anything, trust your judgment and respond how you feel is appropriate." Charles smiled before saying "You have a good head on your shoulders."

Nodding her head, Gwen said "Thanks Professor X."

"No problem . . . Now why don't you head off to bed, you have an early morning tomorrow," Charles said in a pleasant tone.

"Okay Professor," Gwen said and then left the room, heading off to bed.

When Gwen was gone, Charles just sat there and watched the fire. He thought about everything they talked about. After a long time, the fire died out and he left to also get ready for bed.

****************************** Midnight in New York City ******************************

It was a windy night. The clouds were blocking the moon and most of the streetlights were out, so the street bellow was swallowed by darkness. It was silent out except for the howling of the wind. Not a soul was out and there was an ominous feeling in the air.

All of this added up and was making Josh's skin crawl in fear. "Why did I let my boss talk me into closing tonight?" He was standing outside of a small convenience store, facing the front door and trying to find the right key to lock up for the night. He was an average looking guy, if on the heavy side a little. He paused his fiddling with the keys and smiled when he remembered why he was here. "That's right . . . I do this and I get Friday off . . . . And that means I can take Tina on a date." He was so distracted by the idea of going out with his girlfriend, that he didn't notice what was going on behind him.

In the middle of the street, a manhole cover started to move. With a scrapping noise, the metal lid slid to the side. For a few moments, all that was there were the shadows leading down to the sewers. Then a figure started to rise from the darkness. The person wore a brownish gray cloak that covered them from head to toe. The end of the cloak pooled around their feet and the sleeves almost touched the ground. The hood hide their face from view. This made the garment look like it was too big for the person. The cloth was full of holes and ragged at the ends. In places, it looked like someone had tried to sew it back together. The thing took a few steps forward before a bright green flash enveloped it.

Noticing the light, Josh turned around and finally saw the cloaked figure. Only now, it was just a few feet away and was towering over him. Josh was scared out of his mind. The cloak still completely covered the creature, but Josh could tell from it's outline that it was really big and could probably break him in half. Because of the height difference, Josh could see up the hood a little. Four completely green eyes were staring down at him. The thing's right hand shot forward and picked Josh up by the front of his shirt.

"_I'm going to die,_" ran through Josh's mind. He took the time to look down at the hand holding him up. It was red and only had four fingers. Looking forward, Josh saw that he was face to face with the creature. He still could see nothing except for the four glowing eyes. Using all his courage, Josh said "W-what-t are y-you?"

Instead of answering, the thing threw Josh to the side. He landed and hit his head hard against the concrete. Blood ran down his forehead. Darkness swam at the edge of his vision, but he was still able to see everything.

The creature raised his arms causing the sleeves to fall down and show that it had some small spikes on its forearms near the elbows. There was a shredding sound as a second pair of arms tore through the fabric at its sides. Using all four arms, the thing ripped the door and the frame from the building. Josh nearly had his head crushed when the red creature catapulted the debris in his direction. Luckily, it just landed next to him. The creature then walked into the food store. Things being knocked over and breaking could be heard. There was another flash of green, then it was silence for a bit. More noise came from inside the store, it sounded like several people were inside.

What Josh saw next, he couldn't believe. "_I definitely hit my head harder then I thought, I really have to go to the hospital._"

Several small cloaked figures marched out of the store. They each were carrying different things out of the store, but it was mostly food. The cloak looked to big on the creature now. The things' hands were visible because they were carrying stuff. They were sooth, white and only had four fingers. On each wrist was a circle in the flesh that indented inwards and was glowing green on the inside. When they took a step, their feet could be seen. It looked like they were wearing white boots.

The creatures walked over to the manhole and jumped down. The last one wasn't carrying anything. It grabbed the manhole cover and dragged it over to the hole. Right before it went down, the thing turned towards Josh and stared for a few moments. It then climbed down and cover the manhole.

Josh never heard the clang of the manhole dropping into place because he lost consciousness.


	5. Chapter 02 part 2: Meetings

Author Notes: Hi, this is the second part of chapter 2. I finished editing chapter 2 really fast, so fast in fact that I felt that I head to re-read everything 1 more time.

Reviews:

ultima-owner: Thanks, I'm glad Saifu came off as cool.

Speaking: "What time is it, . . . STORY TIME."

Thoughts: "_Does my butt look big in these pants?_"

Physic Speaking: "_I'm the voice in you head, Bob, and I command you to . . . . WRITE._"

Omni Evolution: CHAPTER 02 PART 2: Meetings

++++++++++++++++++++++++++++++ Monday Morning ++++++++++++++++++++++++++++++

The mansion was always chaotic in the morning before school. All the students were running around, trying to get ready and eat something before school.

"_I'm glad I got up early so I could calmly get ready,_" Gwen thought as she stood off to the side, all ready to go. She didn't have Saifu with her. "_The last time I brought her to school, she got upset that some airhead girl said she wasn't stylish. Saifu tried to bite her and then released a swarm of bats on the girl. . . . I think she still has a fear of bats._"

"Ready Magic Girl?," Logan asked from his place at the table in the kitchen. He was going to give her a ride to school. "_ . . . I hate school-day mornings here. These kids have almost an hour and a half before they even have to leave and they are still acting insane._" He had been sitting there, silently reading the paper and drinking a cup of coffee, when all of the chaos began.

Gwen was a bit confused when he call her by Magic Girl, but he said it as if he was just using her name, so she didn't have a problem. "_I guess he likes to give people nicknames._"

"Yes, I am." Gwen shifted her backpack then let it hang from one shoulder. When Logan got up and left the kitchen, she followed him. They walked to the front doors and were met by Charles.

"Good luck Gwen with your first day at Bayville High," Charles said in a pleasant tone.

"Thanks Professor X, I hope you have a good day too." Gwen was still a bit nervous about her meeting with Principal Darkholme.

Before they could leave, Charles said "Logan, I have some information I would like to talk about when you return." He stopped speaking aloud, but continued physically. "Cerebro picked up mutant activity last night in New York City." He didn't want Gwen to hear this part because he wanted her to focus on her first day of school, not this.

Nodding his head, Logan said "I'll be back as soon as I can." He then lead Gwen out to the garage. Pulling out a garage door opener, he pressed the button.

When garage door was open, Gwen saw three vehicles: a motorcycle, a red convertible with two white strips, and a big black van. "_I wonder which one we are going to take?_"

As if reading her mind, Logan said "We're taking the X-Van" as he walked over to the van. He go into the driver's seat and Gwen walked to the other side.

This gave Gwen a good view of the X-Van. It was a large black van with tinted windows. There were six wheels, one set on the front and two on the back end. The van looked squarish and armor-plated.

"_It's almost like a tank,_" Gwen thought as she climbed in. Seeing the dashboard filled with all kinds of different buttons and switches, she turned towards Logan and said "You guys like to go all out with every, don't you."

"We like to be prepared," Logan said as he stared the van.

"I can understand that," Gwen said. She then turned her head to the side so she could watch the scenery go by.

They were silent the whole way to the school.

After a short while, the vehicle stopped and Logan said "We're here."

It took a moment for Gwen to realize where they were. Looking up, she saw that the building had the usual school shape and feel to it. "Oh . . thanks, Mr. Logan," she said in a polite tone before getting out. She looked around and felt a little confused about where to go.

Before she could walk off, the van's window lowered and Logan said "Just go through the front doors and take a left. Darkholme's" he growled as he said the woman's name, "office should be down the hall on the right. . . . . Just ask Scott for a ride home if you want one after school. . . ." His face soften and then in a tone that was kind, but almost sounded reluctant, Logan said "Have a nice day Gwen." He was trying to be nice to her for several reasons: she was the grandchild of one of his oldest friends, he could tell she was a little nervous, and her past had wormed her a place in his heart.

Totally oblivious to the fact that the way Logan was acting was completely out of character, Gwen said "You too, Logan."

After that, the van quickly drove off.

Following Logan's directions, Gwen found herself standing in front of a door that had "MAIN OFFICE" on the glass. "_This is it,_" she thought before she pushed the door open and entered. It looked like a typical school office. There were a couple of plants in the room's corners. On the left wall was a row of chairs. To the right was a woman behind a desk, doing paperwork. She had a middle aged build and long black hair in a messy style that looked nice. She was wearing a simple red business dress. Across from the door Gwen entered was another one that had "Principal Darkholme" on it.

After a moment, the woman took notice of Gwen, put down her paperwork and said "Hello, I'm Miss. Sihteeri . . . " she paused and looked down at her schedule book. " . . . Are you Gwen Tennyson?" When she got a "yes" from Gwen, she continued. "Let me check and see if Ms. Darkholme is ready for you." Picking up the phone on her desk and pressing a couple of buttons, she spoke to the principal on the other end. After a second, she hung up and told Gwen that Principal Darkholme would see her.

Taking a deep breath to gather her courage, Gwen walked up to the principal's office and knocked. Immediately, "Come in" came from the other side of the door. The voice was sharp and female.

Quickly entering the room, Gwen saw that the office was huge. On the left and right wall, towards the back of the room, were bookshelves built into the walls. They were full of large books. There was a massive window across from the entrance and in front of it was a large desk. Behind the desk was a woman sitting in a plush chair, looking through some papers. Because of the glare from window, it was hard for Gwen to make out the woman's features.

After a moment, Ms. Darkholme looked towards Gwen and placed down her paperwork. "I'm glad to see that you could show up early." Her tone was pleasant to the point of almost sounding fake. She leaned forward, placed her elbows on the desk, and interlaced her fingers together in front of her mouth. The sunlight caught her glasses and completely blocked her eyes from view.

"It was no problem Principal Darkholme." The principal's position made Gwen feel uneasy. "_It's like she is a snake getting ready to strike._" After a moment, she remembered that Ms. Darkholme really was. "_She's an enemy in disguise._"

The room was silent for a few moments, before it was broken by Ms. Darkholme suddenly speaking.

"I'm much more busy then I thought I would be this morning, so I'm afraid this meeting will have to be cut short." Her voice had a dismissive tone. She got up from her seat and walked around the desk.

This gave Gwen her first clear look of Ms. Darkholme. Her face had a hard angularity to it, giving her an almost permanent mean look. Her hair was short and dark brown. She wore glass and large round earrings. She was wearing a business dress that was a light blueish gray and ended around the middle of her thigh. On her legs were light black stockings and on her feet were black flat heeled shoes. She looked like a very professional woman that wouldn't take attitude from anyone.

As Principal Darkholme was walking towards Gwen, she grabbed a paper off the desk and handed it to the teen. "This is your schedule."

Gwen took a moment to look at the paper and then looked up at the principal/enemy. She had some questions she wanted to ask, but never got the chance.

"Now you should be on your way to your first class or you'll be late," Ms. Darkholme said in an administrative tone. She gave Gwen directions to her first class, then hurried the teen out of her office. Once out of the room, the door slammed shut behind Gwen.

Walking down the hall and passing a couple of other early students, Gwen couldn't help feeling weird about what happened in the principal's office. "_Was it just me or did Principal Darkholme seem . . . somehow familiar?,_" she asked herself as she headed to class even though she had almost 30 minutes before school started. She was so caught up in her thoughts that she didn't even notice this fact. "_She doesn't remind me of anyone, but . . . . . I feel like I know her from somewhere._" When she got to the right room, Gwen entered and was greeted by the teacher. She replied and then took a seat in the front row. Sitting there with nothing to do, she continued thinking. "_Then at the end, she almost seemed desperate to have me leave. I wonder why?_" She thought about it for a while before the bell rang, surprising her and signaling the beginning of school.

- Back in Principal Darkholme's Office -

When Gwen was gone, Raven couldn't help leaning her back against the door. Reaching her hand over, she locked the door. She was breathing hard, almost to the point of hyperventilating, and felt like her legs were going to give out on her.

After taking a moment to get herself under control, Raven walked over to her desk and picked up the phone. She told Miss. Sihteeri that she was extremely busy and that under no circumstance was she to be disturbed. Hanging up before her secretary could reply, Raven sat back in her chair.

"_I can't believe Gwen Tennyson is back in my life,_" she thought. "_How could I have missed this._" She was able to hide it at the time, but Gwen walking through her door had shocked her. It also brought up memories that really upset her. That was why she had rushed the girl out the door.

Usually she kept check about what was going on at the Institute, so nothing would surprise her. But the last couple of days she had gone on a recruiting mission and had bagged a powerful member for her team.

None of this was on her mind though.

Opening her desk draw, she pull out a picture and stared at it. The normally tough as nails woman had a devastated look on her face. She traced her hand on the glass of the frame. As she looked at the picture, she couldn't help mentally hearing the roar of a fire and the scream of a child. Tears running down her face, she felt like her heart was being torn out.

For a moment, Raven wanted to throw the picture across the room as if it was the source of her pain. She didn't because it was all she had left to that part of her life and she couldn't let it go. Placing the picture on her desk, she folded her arms and then laid her head on top of them. She just stared at the picture for some time before burying her face in her arms and crying.

After a while, she started to change shape. It wasn't on purpose and she didn't even realize she was doing it. Sometimes her powers could activate themselves if she subconsciously wanted to be something bad enough. It happened a lot when she was young and couldn't fully control her powers yet. As she got older, it happen less and less, until it stopped happening. But at the moment, she was an emotional wreck.

When Raven raised her head a bit to wipe her eyes, she notice that her hair was long and blonde. Pulling a compact mirror out of her desk, she looked at her reflection. What she saw filled her with so much fury that she threw the mirror across the room. Crashing into the wall with a loud bang, the small mirror broke and fell to the floor in pieces.

The noise wouldn't attract anyone because Raven had the room sound proofed, so no one could overhear anything going on inside. This fact wasn't on her mind as she started to have a mini freakout.

Still full of rage, the currently blonde woman swiped everything off her desk. What didn't fall to the floor, she picked up and threw. She then went around the room and started to take her anger out on everything. This continued on for a while, before the fury finally drained out of her and she fell to knees in exhaustion. At the moment, Raven couldn't feel anything except for her sadness. Looking around, she saw all the destruction she caused and didn't care about anything.

But when the torn picture of Natalie, a nine year old Gwen and a pregnant Sandra came into her view, she cupped her face with her hands and started to full out sob.

If someone were able to enter the room, they would be shocked by what they saw. In the middle of Principal Darkholme's destroyed office was a sobbing Sandra Tennyson, who has been missing for several years.

********************************** Back with Gwen **********************************

Before Gwen left her second class, she asked the teacher for directions to her next classroom. When she got them, she thanked the teacher and was on her way.

As she was walking down the hallway, someone tapped her on the shoulder. Gwen turned around with the intention of asking "How can I help you", but the words died on her lips when she saw who it was. A small blush started to form on her cheeks when "_He's cute_" popped into her head.

Standing there was a boy almost a head taller than her. He looked to be 17 years old and was a muscular young man. He wore a tight black t-shirt with the collar and sleeves being a bit ragged. Under this was a gray long sleeve shirt. He also wore blue jeans and had black combat boots on his feet. He had an old looking backpack hanging for his right shoulder. His black hair was a bit on the long side and styled into a choppy mullet.

"The name's Kevin and I'm new here, I was looking for my next class and wondered if you could help me out," he said as he held out his schedule towards Gwen.

"My name is Gwen and I am new too, so I'm not sure how much help I'm going to be." Gwen took the paper and looked over his classes. After a moment, she said in a happy tone "It seems you're in luck, we have the same class and I know where it is."

"That's Great," Kevin said. "_I get to spend the next class with a fox like her_," he thought as he discreetly and quickly looked Gwen over, without her noticing. He then released a huge sigh of relief that made Gwen laugh a little. "Thanks, I was so late to my first class that I missed over half of it."

They talked as Gwen lead them to their next class. She found that they had almost nothing in common, but she enjoyed talking to Kevin. She was actually surprised that they were getting along so well.

When they got to the room, Kevin stepped to the side and held the door open for Gwen. Bowing at the waist, he said in a cheesy polite tone "Ladies first."

Laughing at Kevin, Gwen walked by and said "What a gentleman." She then headed to the front row of desks and took a seat. She took out her notebook even though they still had a bit before class began.

Wanting to continue talking with Gwen, Kevin found himself with a problem. Normally, he would sit at the back of the room so he could goof off during class. "_What the hell, it can't hurt to actually pay attention,_" he thought as he chose to sit next to Gwen. It wasn't that he found school hard, in fact he was quite smart. He was an expert mechanic, having already build himself a car from scratch. He also was a good business man, having made some very rewarding, if shady, deals. The problem was that he found school very boring.

They talked a bit more before class began. When the teacher started speaking, Kevin saw that Gwen was busy writing everything down. He tried to talk to her, but she politely told him to focus on the teacher.

"_Looks like she's the type that's into school,_" Kevin thought as he took his only notebook out of his backpack. "_I'm going to have to try in this class if I want to win any points with her. . . ."_ A smile formed on his face. _"Maybe I can ask her for "help" and then hang out at her place. . . . because my current residence should be condemned._"

So for the rest of the class, they both took notes.

When the bell rang and class ended, Kevin sighed and said "Finally, the torturer is over." The tone used made it seem as if he had just gone through hell.

Giggling at him again, Gwen said in a kidding tone "The day is not even close to being over so be ready."

The two headed towards the exit together. When they were outside of the room, Gwen asked to see his schedule again and Kevin handed it over. She looked over it for a moment and said "Sorry, but we don't have the next class together." She was sincere about being sorry, she enjoyed their short time together and wanted to spend more time with Kevin. "_I feel some sort of connection to him._"

"That sucks," Kevin said. He felt the same way Gwen did. He was going to say something to her, but stopped when he saw the look on her face. It was the kind of look that said she didn't approve of something he did. "_I've seen that look many times before._"

"Language Kevin," Gwen said to him as if she was administering a child. After a moment, she realized what she said and how open she was being with Kevin. She blushed as she thought "_I haven't even known him that long and I'm already bossing him around._"

Kevin looked at Gwen with a serious look that made her think that he was upset. After a tense moment of silence, Kevin burst out laughing. Gwen just stood there with her mouth open in surprise. It took him a few deep breaths to calm himself. "I don't mind changing my language if it bothers you . . . just don't ask me to speak french, I have trouble rolling my R's." He laughed at his own joke for a moment.

When she finally collected herself, Gwen punched Kevin in the upper arm. It was hard enough to get an "ow" from him. Kevin rubbed the spot, then pouted at her. Gwen started laughing, which got Kevin started. After a moment, they calmed down.

"Kevin, we really need to head to class," Gwen said as she started to walk away. Before she could get a few feet, Kevin reached out and grabbed her hand. She turned around to face him and saw that he looked embarrassed. He opened her hand, place something on her palm, and let go. Looking at her hand, Gwen saw that it was a piece of paper.

"It's my number," Kevin said. He rubbed the back of his head nervously. "Encase you want to hang out or something. . . . you can call anytime you want."

"Thanks, I just might," Gwen replied with a smile.

Then they parted ways and went to class. Gwen looked back and watched as Kevin disappeared around the corner. After that, she went on her way, just making it to her next class before the bell rang.

…... In the Cafeteria …...

The rest of the day pass by in a normal high school sort of way for Gwen. Nothing really happen, except the teachers telling her what to get for the class, getting homework, and meeting Kevin (that was the highlight of her day so far). When it was time for lunch, she ran into Kitty on her way to the cafeteria. They headed towards the food line and Gwen got a tray. Kitty didn't because she brought her lunch with her.

"How is like your first day of school going?" Kitty asked. The two girls watched the cafeteria worker place what the school considered "food" on Gwen's place. "_Like totally EEEEW,_" Kitty thought.

"_I'm so bringing my lunch from now on._" After thinking that, Gwen replied "Typically" with a shrug of her shoulders. She didn't expect any different. She didn't tell Kitty about meeting Kevin because she felt like the girl would read to much into it and suggest she should start dating the guy. "_Not that it would be a bad thing._"

Once Gwen had her lunch, Kitty lead her to the table that most of the Institute students were seated at. The only ones missing were Jean and Evan. When Gwen asked where they were, Scott replied "Evan is hanging with his skateboarding friends and Jean is with . . . Duncan and his friends." His pause and tone was enough to show he wasn't fond of the guy. He quickly stood up, said "I got some people I have to talk to about school stuff", and took off.

"Okay . . .," said Gwen. She was a little taken aback by Scott's actions.

Taking a break from eating his greasy burger, Kurt waved his hand and said "Don't vorry about him, he's just got some girl problems."

"_More like Jean problems,_" Rogue thought bitterly. The truth was that she had a bit of a crush on Scott. "_He is so focused on her that he can't see anything else._" She turned to the side, away from the group, and saw the Brotherhood sitting at a table across the cafeteria. Distracted from her current thoughts, Rogue said in an irritated voice "Why are they here, don't they usually skip school."

This got Gwen's attention. She turned in the direction Rogue was looking and saw a group of four guys sitting at a table. The most noticeable of the group was a very large obese boy sitting at the table with a mountain of food in front of him. The kid was so big that if he fell on a person, they would be very hurt. He wore a greenish gray shirt over a white undershirt. He also had on jean overalls and white tennis shoes. His blonde hair was styled into a mohawk.

Sitting on the table and to the large boy's left, was a boy swinging he legs. He wore a brownish green t-shirt with light greyish green on the ends of the sleeves. Underneath this was a long sleeve white shirt. Around his wrists were black leather studded cuffs. He wore light blue jeans that were ripped at the knees and pooled slightly around his sneakers. His shoelaces weren't tied and danged from his shoes. His hair was a light brown color that could almost pass for green. It was shaggy, to about his shoulders and had a cowlick at the back. His skin was very pale and looked slimy.

Across from the large kid was sitting an attractive boy, who was moving animatedly around as he talked. He had a lean and athletic frame. His hair was a silver color and in a slicked back style. He was wearing a tight dark brown shirt with sleeves that ended around the middle of his forearms. Around his waist was a brown belt that held up a pair of jeans. On his feet were running shoes. His over all look gave a feeling of speed.

The last boy was leaning on the wall behind the group, slightly to the right of the table. He was taller than average. His body was solid and muscular. His hair was long and brown. His skin was tanned. He wore a black t-shirt under a brown leather vest. His blue jeans were torn at the knees. On his feet were brown boots and on his hands were fingerless black gloves.

After looking at the group, Gwen turned to her friends and saw that they were staring at the boys like they were rivals. After a moment, the 4 boys saw and returned the look. A fight looked like it might break out if either side did anything. It took a moment, but Gwen realized that the boys were looking at her too. She was surprised how quick she was drawn into the rivalry. "Are they the Brotherhood?"

"Yes, they are," replied Kurt. He turned to look at Gwen. "The fat one is Fred or the Blob."

"That's not nice Kurt," Gwen said, surprising the Kurt, Rogue and Kitty. "You might think of him as an enemy and he is kind of. . . ." she paused thinking of the right word, " . . . on the large side of life, but that is no reason to call him a blob. I thought you would be more sensitive to others' feelings because of the way you look."

Kurt looked a her in confusion for a moment before laughing. He had never thought about how insulting Fred's alternate name was. "_And he name himself that, he isn't really bright._"

Looking at Gwen after he calmed down, Kurt said "I didn't name him that, he did." He saw that it was Gwen's turn to be confused and said "It's like how my name is really Kurt, but when it's mutant power time, I call myself Nightcrawler. You know, kind of like a secret identity thing."

"Oh. . I get it," Gwen replied. "_I wonder if I should start thinking about one._" After a moment, she told him to go on.

"The tall tanned one is Lance . . . or as he calls himself, Avalanche. The silver haired guy is Pietro and he calls himself , Quicksilver. And the short pale one is Todd, but everyone calls him Toad because . . . ," Kurt said, only to be stopped by Gwen speaking.

"Kitty," Gwen said quickly as she turned towards the girl. She said it so abruptly that Kitty jumped a bit. "Is that the Toad you told me about yesterday?"

"Yes, that's the one," Kitty replied.

Turning towards Kurt, Gwen asked "What happened between you and Toad that made the Professor upgrade the Mansion's security?"

As Kurt told Gwen about his arrival at the Institute and following fight with Toad, the Brotherhood members had left. They had noticed the new girl hanging out with X-geeks and decided to ask Mystique about it. As it turns out, they would never get to see her that day.

- After School -

All the Institute students met up when school let out. They were trying to figure out who would get a ride in Scott's car and who would walk home. Gwen offered to walk, saying "I wouldn't mind going around town a bit, I just need someone to come with me so I don't get lost." They only talked about it for a few moments before the X-Van showed up.

The window rolled down, showing the kids that Logan was driving and he was in his uniform.

"Get in, we have a mission," was all Logan said.

That was all that the X-men needed to hear. Jean and Scott left to get his car as the others quickly got in the van. Gwen was a little slower to act than the other students, because she was new. But she went with the flow. It only took them 15 minutes to get back to the Institute.

As they were entering the Mansion, Logan said "Everyone suit up and be in the Professor's office in 10 minutes." His tone was all business.

With that everyone went and got ready.

_ The Professor's Office _

Entering the room, everyone was in their mission outfits. Gwen saw that Charles was in front of a huge computer system with a large screen that wasn't there the first time she was in the room. There was also a weird helmet with wires off to the side. She never had a chance to ask about any of it.

"Everyone, there was some strange activity last night that has come to my attention." Charles clicked some buttons on the computer's console and a few pictures appeared on the monitor. The first picture was of a normal convenience store. The next one was of the same store with a huge hole where the entrance use to be. The third one showed the inside of the store. It looked like the place was completely robbed. There were a few broken things and food wrappers laying around the floor. The next scene was where the front door was, looking like it was thrown off to the side. The last picture was of a manhole in the middle of the street.

"An employee at this store was attack around midnight last night in New York City." As Charles spoke he would highlight the corresponding picture. "He was closing when a large creature came out of nowhere and threw him to the side. His report to police said that it was huge, red skinned and had 4 arms. It was wearing what looked like rags as clothes. After dealing with the employee, the creature robbed the store of everything it could." He paused and rubbed his chin in thought. He tapped a few buttons and the police report appeared on the screen. He started to look the document over again and seemed concerned.

"What is it Charles?" Wolverine asked. "_It can't be good if he is worried._"

"I'm just concerned about it's ability," Charles said, still looking at the report.

"What's to be worried about," Spyke said in an arrogant tone as his spikes came out. "So this thing is big and strong, we can handle it."

"There's more to it, isn't there Professor," said Cyclops. He and everyone else had ignored Spyke's comment.

Turning towards Cyclops, Charles nodded his head. "Yes Scott, there is. When the creature came out of the store it wasn't big or red anymore. . .," he looked at the report again, ". . It was small and white . . . and there was a small army of them."

That news surprised everyone.

"It sounds like it changed shape," Storm said. Her comment made the thought "_Another Mystique_" go through some of their minds. And they dreaded the idea.

"I don't think that's it," Gwen said. "I think it changed powers."

"Wait . . . you mean like going from . . . walking through walls to like teleporting or something?," Shadowcat asked in a confused tone. "_That doesn't make sense._"

"That's correct," Charles answered, still facing the computer screen. He folded his hands in front of his face and collected his thoughts. "And that's what worries me. If it can go from enhanced strength to duplication powers, what else could it change to?"

The room was silence as the question was left hanging in the air and the possibilities dawned on everyone.

After a moment, the silence was broken by Spyke. "Doesn't matter what power it has. We have to take this criminal down. . . Can't have someone out there giving mutants a bad name."

"_I really have to speak to him about using his head,_" Storm thought as she covered her eyes with her hand and slowly shook her head. She was a bit embarrassed by him.

Teleporting behind Spyke, Nightcrawler gave him a dope slap to the back of the head.

Spyke rubbed his head, then turned to the blue furred teen. "What was that for man?"

"I vas trying to knock some sense into you dude." Nightcrawler put his arm around Spyke's shoulder. "Yust think about this my friend . . . This thing might have any pover you could imagine. Telekinesis, laser vision, intangibility, super speed, acid breath . . . anything."

Picturing that, Spyke cringed. "That's . . . I don't even know man."

Charles turned from the computer and face everyone. "That's correct, we don't know what this thing could be capable of. So I want you all to be extra careful."

"Professor, may I look at the police report," Gwen asked.

"Yes of course," Charles said as he printed out a copy and handed it to the girl. "_I'm a bit surprised she wants to look at it, usually the students just follow Logan's, Ororo's or Scott's lead. I'm happy she is getting all the info that she can before starting a mission. I hope that rubs off on the others._" He though for a moment and decided to print out a copy for each of the students. As he handed out the papers, he said "I want all of you to go over this while on the Blackbird."

"Professor, any idea where we should start lookin' for it?," Rogue asked.

"The witness said that the creature escaped into the sewers," Charles answered.

"Like gag me with a spoon," Shadowcat said in disgust. She hugged herself and shivered slightly. "Why would anything like ever go into a sewer? I feel like totally barfing." The very idea of it made her want to pass out.

"Kitty, this creature might not have a choice." Charles used a calm tone to reassure the girl. "I believe it is an extremely different looking mutant and the sewer might be its only chance to live in peace from people who wouldn't understand it." He paused to let that sink in for everyone. "_I don't want them to think it's a monster right off the bat._"

After a few moments, Charles said "Now if there are no more questions," no one said anything, "then you should all head out."

Wolverine stepped up in front of the group and said "You heard the man, get a move on."

The students quickly headed down to the hangar, leaving Wolverine, Storm and Charles behind.

"Charles, I don't like this," Wolverine said. He then continued in a dark tone. "This mission could easily go south."

"I know that Logan." Charles moved and looked at his fireplace, thinking. Storm and Wolverine move to stand besides him. Without looking away from the fire, Charles said "That's why if it does, I want you two to make sure everyone makes it back alive and stop this creature." He paused for a moment and decided to tell them what he had left out. "The creature almost killed the store employee. It wasn't concerned about his life at all."

"Charles, do you mean that you want us to . . . end this creature if it can't be stopped?" Storm asked. She couldn't believe that Charles was even suggesting killing it was an option. "_That's so not like him, I must be mistaken._"

It was silent a moment, making Storm think that Charles was.

"No, but it needs to be taken in and I don't know if it can be reasoned with." He moved back to the computer and typed a sequence of commands. A panel off to the side opened and three large squarish guns, each with a strap, came out. Picking one up, he said "This is a powerful tranquilizer, " before handing it to Wolverine.

"Charles," Wolverine said as he strapped it to his back. "If we have to use this, then what should we do with the creature?"

Sighing, Charles said in a dry tone "Then it will have the honor of being the first guest in our holding cells." He didn't like this, but he knew that a creature this powerful had to be stopped if it was abusing its power. "_Just like my brother._"

At hearing that Wolverine and Storm had very different reactions.

Wolverine's face gained a feral yet happy look. "I knew building those cells would eventually come in handy."

Storm looked neutral, but on the inside she was appalled. "_I never thought I would see the day that Charles would so easily allow something like this to happen._" She had seen the holding cell. "_It's so small._" She imaged being locked in there and her claustrophobia made her shiver. "_I just have to make sure it compromises with us._"

With that Wolverine grabbed the other guns and the two adults left, headed to the Blackbird. On the way, they decided on what the plan would be.

…... In the Hangar …...

When Storm and Wolverine got there, they saw that all the students had boarded the Blackbird and were seated. They entered the plane and Cyclops was at the controls.

"Move over Slim, I'm piloting," Wolverine said.

As he was getting up, Cyclops asked "What took you two so long?

Wolverine sat down and took the controls. "Charles wanted to give me these," he said as he took the gun off his back, then secured it and the other two in place for flight.

"They're tranquillizer guns," Storm clarified for everyone as she took the copilot seat.

For a few moments, Wolverine flipped switches and checked gauges. Once sure that everything was ready for take off, he said "Everyone make sure you're buckled correctly because we're going." The moment the last word left his mouth, the plane took off.

When they were in the air, Cyclops asked "What's the plan, Logan?"

"When we get there, we will split up into three groups and then search the sewers," Wolverine said as he flipped on the autopilot. He and Storm turned their seats around so they could face everyone.

"Shadowcat, Nightcrawler," he pointed at each of them as he said their names. "You're with me." He figured that they could distract the creature while he shot it with the tranq-gun.

"Storm will be taking Rogue and Gwen," Wolverine said as he thought "_Those three should be able to handle anything that comes their way._" After a moment, he said "Rogue, you will be taking the tranq-gun." He had trained her in weapon handling, so he felt she could do it.

"And that leaves Cyclops, Jean, and Spyke." There were a couple of reasons why these three got put together, but the main one in Wolverine's mind was "_Scott and Jean with be responsible and make sure Evan doesn't get himself in trouble._" After a moment of thinking, he said "Cyclops will be handling the tranquillizer."

"Why does Scott get the weapon?" Spyke asked in an irritated tone. "I could handle it."

"Cyclops has received the proper training and with his optical blasts, he will have the best aim," Wolverine said with a tone that said don't argue.

With the teams decided, Storm told them the rest of the plan. "We will all be using a microphone headset to stay in communication. You will also each be taking a mini GPS. . . . we have enough for everyone in the back" She paused for a moment and then continued in a serious tone. "As soon as you see the creature, have someone from your group contact everyone and transmit your location over the GPS. Then try talking to it, but don't let yourself get hurt. Fight, if you have to. " The whole time she was speaking, she was staring Spyke in the eyes. Storm did it in a way, so that he was the only one that noticed. She wanted to make sure he was paying attention and knew the plan. "_He was so aggressive about taking the creature on that I'm afraid he just might try to fight it himself._"

With the students agreeing to the plan, Storm and Wolverine turned back around so they could focus on piloting. The rest of the plane ride was silent as the students were busy overlooking the police report and thinking about the mission.

When the X-men arrived, Wolverine landed the Blackbird in a secluded spot. A ramp descended from the back of the plane and the X-Van drove off with everyone on board. Quickly arriving at the destroyed and taped off convenience store, the van was parked in a side alley and everyone got out. With a final check that everyone was ready, the X-men descended into the sewer. The tunnels were all curved with an edge on each side to walk on. The walkways were about the size of a city sidewalk. In the middle of the sewer was water of unknown depth. There were pipes running along the ceiling and walls.

They split up into their groups, reviewed the plan one more time and went in different directions.

Once they were all out of sight, the cloaked figure slowly phased into existence on the ceiling. It dropped down and landed on its feet. It was still wearing its ragged cloak, but the creature looked different. Sticking out from the cloak were two frog like feet with 3 pointy toes. He had similar hands with 4 fingers. It also had a long tail. The skin was light purple with dark purple camo-esque spots. The hood was up, but it look like the creature had some sort of fin on the back of its head.

It was had seen the strangers entering the sewer and heard that they wanted to capture it. Three eyes appeared from the darkness of the hood as it looked in each direction that a X-men team went. The eyes were long triangles with the tips pointed toward its mouth. They were each a different color: the right was red, the middle green and the left blue. After a moment, a large smile with pointed teeth appeared under the glowing eyes. "_If they're looking for me then I shouldn't disappoint._" It slowly started to disappear as it ran down a different tunnel then the strangers. The last thing to vanish was it's creepy glowing eyes and evil Cheshire cat smile. "_I'm going to enjoy making the would be hunters into prey._"


	6. Chapter 02 part 3: The Creature

Author Notes: Hi again. So this is the last part of chapter 2. After this, I'm going back to work on my Medical Strings story.

Now this is important, I need some help. What I need is to add 4 members to the Brotherhood side. They are going to be character form different medias, NOT ORIGINAL CHARACTERS, I hate stories that make OCs into main characters. I'm going to post a poll on my page (after I post this chapter) and I want anyone that reads this to vote. No rush, this doesn't need to be decided for a while. But please guys and gals, I really can't decide at the moment and want your opinion. The characters I picked for the voting will be edited a little bit to fit better into things (like maybe made into mutants or changing their ages). So vote. And if you have an idea for a character, message me or write it in a review. I prefer if you message me, then I can discuss it with you.

Okay just so everyone knows, the following three parts are happening at the same time. Just felt like say that because I feel like someone is going to ask.

Reviews:

coldblue: Hi, thanks for the review. Who ever said that was Ben? I didn't. . . . . For now, I'm not saying how many aliens Ben can transform into. On your other question, I'm not answering either. I wish you would give me a way to contact you.

ultima-owner: Yes. Sewers are a very dangerous place, so you shouldn't go playing in them. You might run into a shape-shifting creature or albino alligators. . . . . But if you're luck you might meet some humanoid turtles that know ninjutsu.

Speaking: "What time is it, . . . STORY TIME."

Thoughts: "_Does my butt look big in these pants?_"

Physic Speaking: "_I'm the voice in you head, Bob, and I command you to . . . . WRITE._"

Other voice in head: "_**Your story stinks.**_"

Omni Evolution: CHAPTER 02 PART 3: The Creature

…... With Storm, Rogue and Gwen …...

The 3 women had been walking for a while. Storm took the lead, with Gwen and Rogue behind her. As they were walking they spoke with each other, but stayed focused for anything that could happen.

"Do ya think we will run into the creature?" Rogue asked. Her voice sounded normal, but she was kind of scared at the moment. "_This is like one of them horror movies, where the group goes after the monster, separate, and the beast slowly takes people out one by one._" She was tightly holding onto the tranq-gun and looking around. Rogue's actions were subtle, but if you know her, you could tell she was nervous.

Looking back, Storm said "We might, who knows . . ." She paused, then continued in a reassuring tone. "Rogue, it is okay to be scared."

"I'm not scared," Rogue quickly denied.

"You're not," Gwen said a bit confused. "I am and anyone who isn't, is a fool." This got her a glare from Rogue. Gwen held her hands up and said "I'm not calling you a fool, I'm just saying that we are going up against an unknown creature that could have any power imaginable. . . . On top of that, we are on its turf . . . giving it the home-field advantage."

"She is right Rogue," Storm said, looking straight ahead and still walking. "It's okay to be scared. . . . I, myself, am afraid of what could happen." She imaged a fight with a creature that strong and shivered a little. "I just don't let that fear stop me."

That surprised Rogue. "Fine, I emit it . . . I am a bit frightened . . . . So do ya think this thing is bad?"

"NO," Gwen replied quickly in a strong tone, surprising herself and the other two. Gwen didn't understand why she felt so strongly about it. "I think this creature is just . . . I don't know . . . . . misunderstood." She couldn't help feeling there was something she was missing, something really important. "The report said that it stole all kinds of things. Food, water, electronics, and basically anything else not nailed down."

"Yeah, so it's a thief," Rogue said. She didn't get what Gwen was hinting at.

"But," Gwen paused for a moment, "it left all the money behind. So if it was just a common thief than wouldn't it have gone straight for the cash?"

"That makes sense," Storm said.

"So if it's more than a thief, what's the creature's deal?" ask Rogue.

"I have no idea, maybe it's . . . ." Gwen stopped talking in the middle of her sentence. Rogue and Storm turned towards her, seeing that Gwen had her hands on the sides of her head. Her eyes were glowing pink and she looked like she was in pain. Moans left her mouth. Saifu rubbed against her, concerned. Before either of them could get to her, Gwen's face relaxed as if nothing ever happened.

When her head cleared, Gwen said "This way . . . I feel something down this direction," before running down the tunnel. She didn't know what it was, but the feeling was familiar like something from a long forgotten memory.

Looking back, Gwen saw that Rogue and Storm were running after her.

When they caught up, Storm asked "Gwen, what are you sensing?" She was a little worried by the way Gwen was acting. "_Is the creature somehow affecting her?_"

"I'm not sure, but it's very strong." Gwen's response didn't build much confidence in Rogue or Storm, but Gwen didn't care. She continued down the tunnel for a bit before stopping. Across the water from her, was a circular passageway with a square grate over it. The corners of the square were bent back and imbedded in the wal1 around the passageway. "_That doesn't look like it goes there. . . . And it would take a lot of strength to do that._" She started to gather her energy around her hands.

Gwen extend her mana to the grate and pull. It took some effort, but Gwen eventually ripped the grate off the wall and threw it to the side. The grate landed in the water with a small splash. She then formed mana platforms over the water, so that she could cross. When she was on the other side, she started to enter the passageway. She paused and looked back at Storm and Rogue, who were still on the other side of the sewer.

"Are you coming?," Gwen asked before entering the passageway.

Sharing a look, Rogue and Storm decided to follow Gwen.

The passageway was big enough that they could go through, they just had to crawl on their hands and knees. This made the 3 realize that the tunnel was remarkably clean for being in a sewer. It was like someone cleaned it so they could use the tunnel with out getting filthy. When they reached the end and got out, they were surprised by what they saw.

The room they entered into was spotlessly clean. Hanging from the ceiling were Christmas lights. CDs, cut in different shapes, hung from the ceiling. There were stars, moons, and flying animals. The ceiling was painted to look like outer space. There were stars, planets, gas giants, and shooting stars. The walls were also painted with different scenes. Some were of human shaped creatures and others were just of outside. In the far right corner was what looked like a bed. It was made from an old mattress, rags, and a couple of furs. At the head of the bed were some old pillows and a stuffed bear. Next to that was a large wood spool used as a night table. Across from that was what could pass for an entertainment system. On top of a large rectangular crate were three TVs that looked like someone had taken them apart and combined the pieces. There was a large screen that had a few cracks in it. Next to this one was a smaller screen that flickered a bit and on top of it was another that was just static. On both sides of the TVs were large stereo speakers. On the other side of the room were shelves made out of more crates and an old dented fridge.

"Who do ya think lives here?," Rogue asked as she looked around. "_This is a pretty nice place for being in the sewer._"

Walking over to the shelves, Storm saw that they were mostly filled with food. She checked the refrigerator and it was full too. Looking at the items, realization dawned on her. "This is the creature's lair."

"How do ya know that?," Rogue asked as she held the gun up again and looked around as if the creature would suddenly jump out of somewhere.

Looking towards Rogue for a moment, Storm then turned and motioned towards all the food. "This is all the stolen food."

While Storm and Rogue were talking, Gwen still felt the strange pull. Going in its direction, she walked over to the makeshift night table. There was a sumo wrestler action figure, a remote for the TV, and a small pendant on a black cord. Gwen picked up the pendant and looked at it. "_It's a skull with elongated fangs."_ For a moment, Gwen thought the skull was real. But on closer examination, she realized it wasn't. "_This is very detailed. . . . . Why is this thing calling to me?_"

Before Gwen could think about it further, Nightcrawler's frantic voice came over the headset. "Kitty has yust been attacked by the creature." Shortly after they got a location transferred to their GPS devices.

"Let's get going, they might need our help," Storm quickly said as she marked the room's location on her GPS.

As Rogue and Storm left the room, Gwen stood in place for a few moments. She was looking at the pendant in her hand. "_Maybe I should take this? It might be important. . . . ._" After thinking about it for a bit, she had Saifu swallow the small skull and then followed after the others.

By the time Gwen got through the passageway and joined up with her team, they received another transmission from Wolverine. "Attention X-men, the creature is wearing a ragged cloak and has white tentacles. . . . . It is hostile and can breath underwater, so watch out . . . . Shoot on sight."

"Come on and be ready," Storm said as she lead Gwen and Rogue towards the closest group. The three readied themselves for a possible attack.

After a while, another transmission was received from Wolverine again. "The creature is smart. It just took out our tranq-gun and fled. We need to regroup if we want a chance to capture this thing."

This made them move even faster.

++++++++++++++++++++ With Wolverine, Shadowcat, and Nightcrawler +++++++++++++++++++

The three had been moving along at an even pace after separating from the others. Wolverine was walking on edge of the sewer. He had thought about walking in the water, but decided not to because he didn't know how deep it was. Behind him were Nightcrawler climbing along the walls and Shadowcat trying not to touch anything gross.

After a while, the girl had started to complain about how icky being in a sewer was. "This is like totally the grossest place I have ever been."

"Come on Kitty, it's not that bad," Nightcrawler said, trying to make her feel better even though he kind of agreed with her.

Looking at Nightcrawler like he was an idiot, Shadowcat said "Kurt . . . we are like IN A SEWER." As if to emphasis her point, a glob of bright green slime dripping for the ceiling onto her shoulder. Slowly, she turned her head until she was looking at the stuff. After a few moments of silence from her, Shadowcat yelled "Get it off, get it off," as she frantically tried to remove the slime. "This is so totally the worst day like ever."

"Will you STOP your whining already," Wolverine growled at Shadowcat, causing her stop and take a step back from him. It wasn't that he was upset at her, it was more the fact that he couldn't track anything down here that was aggravating him. "_The stench down here is so strong that I can't smell anything through it. It's also giving me a migraine. Once this is over I'm going to go soak in . . ._" His thoughts were cut short by Shadowcat's scream. He turned around as fast as he could, seeing that a rat had run by and touched her boot. Growling in frustration, he said "Be quiet, you're giving our position away." He was worried that the creature had heard her scream and now knew where they were.

"I'm like sorry Mr. Logan," Shadowcat apologized in a small voice. Her head was turned slightly away.

Facing forward again, Wolverine silently sighed. "Just be silent from now on, Half-Pint."

Shadowcat smiled and nodded her head even though Wolverine couldn't see it. She knew that he wasn't mad now because he used his nickname for her. "_That's like totally his way of showing affection._" She took a few more steps before she felt something touch her foot and ankle again. She almost screamed again, but caught herself. "_It's just like a rat again._" Trying to ignore it, she took a step forward, but couldn't. Looking down, she saw that a white tentacle with blue highlights had come from the water and was slowly wrapping around her ankle. It was like the thing was trying to be sneaky. Immediately. she was screaming and trued to jerk her leg away. That only made the tentacle forget about stealth. Quickly wrapping around her ankle, it gave a sharp pull that caused Shadowcat to slam onto her back. She was then dragged towards the water. She tried to phase through the tentacle and it worked for a second, before the creature realized what she was doing. It countered by also going intangible and she couldn't escape. She had a moment to think "_How did it do that?_", before she was pulled underwater.

"_It better not be another . . ._" Wolverine thought as he turned around just in time to see Shadowcat going underwater. He quickly threw the gun to Nightcrawler and jumped into the water.

Nightcrawler awkwardly caught the gun and just stood there for a moment. When he realized what was going on, he got on the headset and said "Kitty has yust been attacked by the creature." Then he transmitted his location to the others.

Looking at the violently moving water, Nightcrawler thought about shooting at the creature, but didn't. "_I can't . . . Kitty and Logan might get hit_." He just sat there, on the wall, with the gun at the ready. If he saw the creature, he wouldn't hesitant to try to shoot it.

+++++++++++++++++++++++++++++++++++++++ In the Water ++++++++++++++++++++++++++++++++++++++

The sewer water was cloudy and murky, but Wolverine could see the cloaked creature had Shadowcat tied up with its tentacles. One around each wrist and ankle, and two around her waist. "_Why hasn't she phased through and swum away?,_" he wondered in confusion, but didn't stop swimming towards them.

Shadowcat was struggling as hard as she could. Every time she tried to phase from the thing's grip, it would go intangible and they would cancel each other out. Air bubbles were coming out of her mouth and from all the thrashing around. Running out of air, she was scared that she was going to die.

Wolverine had swam around the two until he was behind the creature. It hadn't noticed him, being to busy focusing on holding the girl, and that was just what Wolverine wanted. He extended his metal claws and swiped at the creature's back, only for them to harmlessly pass through. He was stunned for a moment, but tried again. This time, it worked and the creature released Shadowcat with a loud pain filled screech. The girl quickly swam to the surface and exited the water. Wolverine was going to follow, but the creature turned and grabbed his leg. It started to pull him down, deeper into the water. Turning to face the creature, he started to swipe at the tentacle holding him. Before he could make contact, the thing started to glow a bright bluish white. Then a bolt of electricity went throw the water, zapping Wolverine and knocking him unconscious.

Slowly releasing Wolverine, the creature watched as the man sank deeper. After a moment, it swam towards the surface.

_ With Nightcrawler _

The surface of the water had calmed down and that made the blue teen nervous. "_Vhere are they? They have been down the for a while now._" He still had the tranquilizer pointed at the water. Seeing something coming towards the surface, he prepared to shoot. His heart was pumping a mile a minute. Just as he was about to press the trigger, Shadowcat broke the water's surface. Breathing a sigh of relief, Nightcrawler put the gun on his back. He then went over and helped Shadowcat onto the edge. She got onto her hands and knees, then started to hack and gag until she vomited a gush of water. She wiped her mouth on her sleeve and slowly stood up.

"Wolverine is . . (cough) . . . like still down there, we totally have to help him," Shadowcat said once she had her voice again.

The two got ready to jump in, when they saw something coming to the surface. Nightcrawler pointed the gun at the water.

Out of the water's surface emerged Wolverine. He coughed out some water, then climbed out. Dripping wet, he walked over to Nightcrawler and violently took the gun back. He thought about shooting into the water in anger , but knew that would do nothing. He strapped the tranquilizer to his back.

He had lost his headset and GPS during the underwater struggle, so he turned towards Nightcrawler and said "Hand me your headset." When given the headset, He put it on and opened a channel to everyone. "Attention X-men, the creature is wearing a ragged cloak and has white tentacles. . . . . It is hostile and can breath underwater, so watch out . . . . Shoot on sight." He ended the transmission and handed the equipment back to Nightcrawler.

Turning towards Shadowcat, Wolverine lowered himself until he was at her leave and asked "Are you alright?"

"Yeah, just like totally wet now." Shadowcat pulled on her uniform, bunched it up in her hands and wrung out her shirt the best she could.

Standing up, Wolverine said "Let's regroup with the others . . . Nightcrawler please . . . ." He never got to finish because the creature erupted out of the water and floated in air. Two of its tentacles shot out, grabbed the gun, and ripped it from Wolverine's back.

By the time Wolverine turned around, he (along with Nightcrawler and Shadowcat) got to watch as the creature's tentacles pulsed with electricity and fry the tranquilizer gun. The gun was burnt and charred. The thing threw the gun, hitting Nightcrawler square in the face and then took off down the tunnel.

As Nightcrawler clutched his bleeding noise, Wolverine grabbed the gun and aimed in the direction the creature went. Securing the thing in his cross hairs, he pressed the trigger.

Only to have his fear confirmed, the gun was destroyed.

Chucking the piece of burnt metal into the water, Wolverine waited a few moments to make sure it was really gone this time. When he was certain the creature had left, he turned and walked towards Nightcrawler. Bring his hands up, he held the teen's face. "How's the nose?," Wolverine asked as he pressed at the area around the nose, making the teen flinch and say "ow". Wolverine was checking to see if anything was broken.

For a moment Nightcrawler didn't respond. "I'm fine."

Nodding his head, Wolverine lowered his hands and agreed. "It was just a small nose bleed. . ." He stepped a few feet away from the teen. ".. . . you might have a large bruise though." Holding out his hand, he said "Give me your headset again."

When Nightcrawler handed over the device, Wolverine held it up to his face and said "The creature is smart. It just took out our tranq-gun and fled. We need to regroup if we want a chance to capture this thing." He then returned the headset to Nightcrawler. Looking at the two teens, he though "_I want them to return to the van, but we're going to need everyone's help to capture this beast._"

"Elf, Half-Pint . . . Let's go," Wolverine said. "We're going to hook up with the others."

With that, they used the GPS and headed in the direction of the closest team.

~~~~~~~~~~~~~~~~~~~~~~~~~~~ With Cyclops, Jean and Spyke ~~~~~~~~~~~~~~~~~~~~~~~~~

Cyclops took the lead of his team once they were out of sight of the others. He and Jean were walking next to each other. They had talked privately and decided that they would let Spyke walk in front of them. That way, Spyke would feel like he was leading them (which wasn't true). They did this because neither of them wanted to argue with him over the issue. It was also so they could keep him in their sights. It wasn't that they didn't trust him, it just that the teen had a reputation of not being 100% responsible and for getting into trouble.

"Jean, can you see if you can sense the creature's location?" Cyclops asked as he held the tranquilizer gun. He was looking around and trying to be ready for anything that came their way.

Holding the index and middle fingers of each hand to her temples, Jean shook her head. "No, the creature isn't near us right now . . ," she lowered her hands " . . but I'll keep an open mind so I can sense it once it's within range."

"So do you think that the creature can be reasoned with?," Cyclops asked Jean.

Before she could reply, Spyke did. "Doesn't really matter, does it. This thing is a criminal that needs to be stopped." He tone was aggressive and made it seem like he just wanted to fight it. This was reinforced by his stance. His spikes were out, ready for a fight.

"I don't think so Spyke," Jean said in a reasoning tone. "The police report said all that was stolen was mostly food, it might have just been hungry and desperate for food."

"Oh . . . . Well . . .," Spyke said as he tried to think of something to counter Jean's comment with. He didn't need to.

"Kitty has yust been attacked by the creature," Nightcrawler's frantic voice said over the headset, instantly making Cyclops, Spyke, and Jean worried.

Turning towards Jean, Spyke sarcastically said "Just looking for food, right."

"It's a possibility Spyke," Jean said defensively. She turned away from him and crossed her arms.

"We have to stop this monster," Spyke loudly said. He looked at his GPS, located Wolverine's team, and then took off in the team's direction. He didn't even wait for Jean and Cyclops.

"Spyke wait," Cyclops shouted as he and Jean quickly ran after the spiky teen.

Once the two young adults caught up to Spyke, Jean said "Just because the creature attacked Kitty doesn't make it a monster. . . . it could be a misunderstanding." She hoped that was what happened. "_I would hate to have this thing as an enemy._"

Still running, Spyke turned slightly and stared at Jean for a moment. He was giving her a look that said I can't believe what I just heard you say. After a few seconds, he said "Are you daft, Jean? This thing is a monster that attacked our friend, it's as simple as that."

"_It's never as simple as that,_" Jean thought with a frown. "_We don't want to jump in and just make things worst_." Before she could say anything to Spyke, they received another transition, this time from Wolverine.

"Attention X-men, the creature is wearing a ragged cloak and has white tentacles. . . . . It is hostile and can breath underwater, so watch out . . . . Shoot on sight."

This just served to add fuel to Spyke's fire. "See, I was right," Spyke rubbed in Jean's face. His spikes lengthened a little and became sharper.

Seeing Jean going red in the face from a combination of embarrassment and anger, Cyclops decided to do something before things got out of hand. "Guys, it doesn't matter . . . What does, is that our friends need us."

That silenced Spyke and Jean. Both of them agreed with what Cyclops said. Their friends were more important than arguing.

The three ran down the tunnel as fast as they could. A few moment later, they were taking a left turn when another transmission come through. "The creature is smart. It just took out our tranq-gun and fled. We need to regroup if we want a chance to capture this thing," an irritated Wolverine said over the headset frequency.

This time, Spyke didn't say anything about how he was right. But Jean and Cyclops had the feeling that he wanted to.

They continued down the tunnel towards Wolverine's team, when Jean suddenly ceased running and shouted "STOP."

Skidding to a halt, Cyclops and Spyke turned towards her and waited for an explanation.

Placing her hands to her temple, Jean said "I sense an unusual presence . . . ." She paused for a few moments and concentrated. She then pointed down a tunnel that they would have passed, had she not said anything. ". . . Down that way . . . ." A confused and worried look came to her face as she lowered her hands.

"What is it?," Cyclops asked in caring tone. "_I don't like that look on her face._"

"It feels like nothing I have ever sensed before . . . . I think it might be the creature," Jean told Cyclops. She didn't know what this meant and disliked that fact. Looking past the visor and into his eyes, Jean said "I can sense its feeling, but not what the creature is thinking." A concerned look came to her face. "I think . . . it's scared and in pain."

Spyke wanted to say that it was a trick, but received a look from Cyclops that stopped him.

Not waiting for the two boys, Jean walk over to and down the tunnel she pointed to. Cyclops and Spyke quickly followed her. When they got to the end of the passageway, the three paused and looked down.

Huge and circular, the room went down about 4 levels and each had 6 passageways. The tunnels were evenly spaced apart. There was a walkway around the edge of each level. Now these two things gave the room a blocky cone shape. Water fell from each tunnel to the bottom level. The sound of moving water was loud and echoed in the room. The placement of each waterfall made it so they didn't run into each other. The sections of the walls that were dry had some steel bar ladders to climb down on. At the bottom was a moat circling a large slightly raised platform. There were 3 metal bridges connecting the platform to the walkway of the bottom level. Along the bridges were medium sized pipes that went from the platform over to the bottom level wall. Every so often, a pipe would break off and extend down to the bottom of the moat. All of this gave the place a sort of underground Colosseum look.

And sitting in the middle of the room was the creature. It was on it's knees going through a metal box. It still had its cloak on, but it had changed again. It had pale yellow hands with four figures that ended in points. From the holes in the cloak, dark yellow skin with round green lumps with black slits could be seen. These lumps were each surrounded by a black circle and were on it's back, shoulders, part of its chest and the tops of its arms. They looked like eyes. It's feet were pale yellow and had three toes that also ended in points.

Turning towards the others, Spyke asked in a confused tone "Didn't Wolverine say that it had white tentacles? . . . Because that thing doesn't." In his excitement, he had forgotten about the creature's shape changing ability.

The creature must of heard him because its head shot up and looked around. The green lumps were proven to be eyes as the slits, which were cat like pupils, started to dart around.

Jean and Cyclops shared a look, nodding their heads in agreement. Before Spyke could said anything, Jean spoke to him mentally. "Spyke, we need to be quiet. The creature heard you." They looked down, seeing that the creature had stopped looking and was going through the box again. "He must have enhance hearing to have heard you from here and over the roar of the water. So we're going to have to talk mentally."

"Then why didn't it attack," Cyclops asked.

"He probably can't find us because of the echo," Jean replied. ". . . And just assumed that we were down one of the tunnels."

"Wait," Spyke shouted mentally, making Jean wince. "Why are you calling it a "he"? We don't know if it's a boy or girl."

"Well . . . . when I sense it, the creature feels male." Jean didn't know exactly how to describe it and it was hard to explain to people that weren't telepathic, but she gave it a shot. "It has a similar mental presence as you and Cyclops have, that's what makes me think it's male."

What Jean didn't tell them was that she also sensed something dark from the creature. Not evil dark, it was like something bad had happened to him and left deep emotional scars. This made her want to reach out to the creature and try to help him.

It was silent for a few moments while they separately thought about what they should do next.

Reaching her decision, Jean said "I'm going to try talking to him," as she stood up straight. "_I want to help him._"

Before she could move, Cyclops stopped her by placing a hand on her shoulder. "Jean, you can't be serious." He gently forced her to turn around and face him. "Didn't you hear that it attacked Kitty? It could attack you." His voice was quiet and had a worried tone to it.

Placing her hand on top of his, Jean smiled at his concern. "I think if I try talking to him, he might not be scared of us." She gently removed his hand. "That's probably why he attacked."

"Jean," Cyclops said in a resigned tone. "You can try, if that's what you really want." His tone turned serious. " . . . but they said a corned animal is a dangerous one. Add to that, it's afraid as you say. . . . it will be extra desperate. So just be careful."

Jean nodded her head and then walked into the room. She started telekinetically lowering herself to the bottom. Before she had gone far, Jean paused for a moment, turned back, and said "And Scott, you two should say here. I don't want the creature to misunderstand our actions." Before Cyclops could say anything, she continued descending down.

When Jean was out of sight, Spyke turned to Cyclops and said "Dude, you can't seriously be letting her do this alone. That thing is going to kill her."

"I agree," Cyclops said with a smile. "So that's why we," he placed his arm around Spyke's shoulder, "are going to sneak around back. That way if it even moves suspiciously, we can stop it." That put a smile on Spyke's face.

With their plan, the two boys crept into position.

- With Jean -

Lowering herself took a lot of concentration from Jean. Her arms were out straight and her hair floated around like she was underwater. The creature's back was towards Jean and as she got closer, three large slashes in the fabric came into view. They were different from the other holes, these looked like something attacked it. The skin underneath was cut and oozing something that looked like some sort of blood. A couple of the eyes were even hit. "_That's probably from Logan . . . It looks very painful._"

As she slowly descended, Jean decided to make her presence known to the creature. "Um . . . Hello there." She knew that may have sounded a bit stupid, but she was a little nervous and it was the first thing she could think of.

When he heard her, every eye turned in her direction. "_She looks like an angle._" After a few moments of staring, he realized who she was and glared. "_She's one of those strangers trying to hunt me down._" The creature then slowly turned to face her, keeping every eye it could on her. His face was still blocked from view by his cloak's hood. He clenched his hands into fists and tensed his muscles.

Feeling the sense of awe coming from the creature, Jean floated there for a moment in surprise. But seeing that he was readying to attack, Jean landed herself on the ground and raised her hands out in front of herself in surrender. She didn't move any closer to him. "I'm not here to fight, I just want to talk." She spoke slowly and used her powers to project a calming atmosphere.

After a silent and intense moment, the creature relaxed a little. His eyes stopped glaring, but kept locked onto her. He turned around and continued going through the box.

"_This is good,_" Jean thought. "_He is giving me a chance._" She tried to take a step closer, but a look from the creature told her not to. Looking at the box, she saw that it looked like a medical kit. "_He's trying to bandage those wounds, but he isn't going to be able to do that himself._" After a moment of thinking, she said "Those wounds look bad, my friends and I can help you with them if you want." Her tone was comforting. She was trying to be as positive as she could be.

Stiffening for a second, the creature shook his head. He may be giving this girl a chance, but the creature remembered who gave him the wound and who's side he was on. "_If she so much as tries to attack me, I'll blast her away._"

Knowing what the creature was feeling, Jean took a guess and said "I know my . . ." She paused for just a second, not sure what to call Wolverine. ". . . friend wounded you, but you did attack first." She saw the creature slump a little and felt the remorse from him. "_He must have had a reason for attacking, . . . he might eventually tell me._"

After a moment, Jean decided to try being a little more personal. "My name is Jean, what's your name?"

The room was silent as the question was left hanging in the air. It wasn't because the creature couldn't reply. Past years of cruelty and abuse, forced him into silence.

Sensing his reluctance, Jean said "If you don't want to speak, that's fine." She paused and it was silent again for a few moments. It lasted for a while before she decided to try something else. "You don't have to live in the sewer."

That surprised the creature and he turned around to face Jean. His eyes, still locked on her, gained a glazed over look and he was on the verge of tears. He really liked that idea.

Raising her right hand towards the creature, Jean started to inch closer to him. She could sense that she had him hooked with the idea of not living in the sewer. "If you come with me, I can take you to my home." Her voice had a pleasant tone to it. She almost felt like she was pleading with him. "You won't be alone anymore."

The moment those words left her mouth, she saw and felt a change come over the creature. His eyes lost the glazed look and gained a hopeful one. A couple of tears left a few of his ideas. What Jean said was what the creature dared not dream of. He was sure he would forever live alone in the sewer, because of what a freak he was. He slowly raised his right hand towards Jean. "_She really is an angle._"

Feet away from contact, the creature heard something and froze. He looked around with eyes on his back, until he located what made the noise. He glared when he saw the two teens up above. One had a gun aimed at him. The other had large spikes coming out of his skin and looked like he was going to throw them at him.

Rage filled the creature as he came to the conclusion that Jean was just a distraction, so the other two could get behind him and attack. He felt betrayed by her. A few tears of of anger left his eyes. The hand that was once out in friendship changed. He balled his fist for a moment before he opened it and held the palm out towards Jean.

"What's the matter?," Jean asked when she felt the change in the creature. She had no idea what happen and was confused by his sudden mood swing. She watched as his hand change position and was surprised by the eye that opened on the palm that face at her.

All Jean got for a warning was the eye glowing for a second, before a green optic blast was shot at her.

Luckily for her, Jean was able to throw up a force-field to block the blast. She floated herself away from the creature and held the shield up. "What happen? . . . Please, we can work this out," she pleaded. "_Everything was going fine and then all of a sudden, he attacked._"

All she got in reply was another blast. This time, it was green lighting.

Before Jean could think of a reason for the creature's change in attitude, it revealed itself in a red blast and boney spikes.

The creature dodged Spyke's and Cyclops's attacks. He retaliated by firing lasers from several eyes on his back while still facing Jean. Three of the eyes on his back, merged into one large eye and fired a blue ray at Cyclops. The beam hit the tranquilizer gun, knocking it from his hands and encasing it in ice. The frozen gun tumbled through the air, spinning end over end until landing in the moat, where it sank to the bottom. Cyclops was lucky not to have his hands frozen too.

The rest of his attacks forced the two boys to take cover. Every time they tried to return fire, a rain of blasts would come their way.

Walking towards Jean with a betrayed look in his eyes, the creature raised both hands and fired at her. For now, the blast didn't get through her shield. "_I have to do something_," Jean thought. It was taking a lot of concentration to maintain her force-shield and she didn't know how long she could do it. "_Why did Scott and Evan have to interfere? I was so close to working something out, but they ruined it."_

Just as Jean's shield was about to drop, Nightcrawler appeared next to her. He quickly grabber her and they teleported away. This caused the creature's lasers to hit the other side of the room, blasting a hole in the wall.

The creature took a moment to look around. He was looking for where Jean and the new blue guy went. After a second, he saw Wolverine up at the top level of the room.

"Hey bub, I have a bone to pic with you," Wolverine growled as he jumped down. As he was falling, he extended his metal claws. A moment after landing, Wolverine ran at the creature with the intention of cutting him down.

Firing a couple of blasts at the charging man, the creature watched Wolverine dodge them. He fired a few smaller lasers and they hit, leaving small burns. This didn't stop Wolverine. When he was close enough, he slashed at the creature's left arm. The creature yelled in agony as he received two lacerations from his wrist to his elbow. It was especially painful because the cuts nicked a couple of eyes. The creature quickly shot large blasts from the eyes on his palm at the ground. This caused him to fly backwards and put some distance between the creature and Wolverine.

Thinking for a moment, the creature decided to hit the guy with something large. Every eye on his body closed and a large one appeared on his chest, moving the cloak to the sides a little. The creature raised his arms up into a double muscle flex and clenched his hands. The giant eye glowed, extended from his chest and fired a very huge blast at Wolverine.

When the blast connected with him, Wolverine was flung across the room. He hit the wall with enough force to crash through. The rubble fell and completely burred Wolverine.

While the creature was busy with the fight, Cyclops and Spyke took the chance and left their cover. They saw Shadowcat waving for them to come over. When they got to the girl, they saw that Jean and Nightcrawler were with her. Jean was laying on the ground, out cold. She had passed out from exhaustion.

That pissed Cyclops off, but before he could turn around and attack the creature, Shadowcat ask "Like what's going on?" She saw the creature attacking Jean and was scared. "_I've like never felt this afraid of anything before. . . . that thing like almost totally killed me._"

"Yeah, vhat happened?" Kurt asked. "Vhen I got Jean, she said something about stopping before passing out."

"Jean decided to try reasoning with it, even after hearing it tried to drown Kitty, and the thing attack her," Cyclops said in an aggravated tone. If he took a moment to think, he would have realized that everything was a big misunderstanding. But at the moment, he wasn't calm or in a thinking mood. "Jean probably wanted us to stop that thing."

Turning towards the others, Cyclops started giving commands. "Kitty, Kurt, . . I want you two to go down and get Logan out of that rubble. Evan and I will distract the creature."

"I am like so not going down there with that monster," Shadowcat said in fear. She started to shack a little. "It's like totally going to kill us."

Before Cyclops could reply, Nightcrawler said "Kitty, we have to." He gave her a concerned look and laid his hand on her shoulder. "I'm scared too, but Wolverine needs us."

"_He like saved me, the least I like can do is return the favor,_" Shadowcat thought as she nodded her head in agreement.

With that, the two held hands and disappeared. Down bellow, they appeared next to the pile of rumble. Shadowcat then phased herself and Nightcrawler through the debris to Wolverine. They struggled a little, but together, they were eventually able to get him out. Wolverine had a lot of bruises, scrapes and cuts. These wounds would be healed in a short time. The fabric on his chest was burned away and the skin underneath was slightly charred. The huge burn would take a while to heal. After a moment of staring at the burn by the two teens, Nightcrawler teleported them to were Jean was.

As those two did that, Cyclops and Spyke distracted the creature. They had a plan to fight the monster. As one attacked, the other would climb down a metal ladder.

The creature dodged the spike and red blast that he could. The ones he couldn't, he took out with attacks of his own. His attacks were reduced in number because of the wound to his arm.

By the time the two boys got to the bottom, the creature was breathing hard. The pain from his new wounds were so great that he felt like he was going to pass out. He decided to change form.

In a flash of green light, the multi-eyed guy was gone. In his place was his large red four armed form. The creature stood there for a moment looking at his hands. This wasn't the form the creature was aiming for, but he didn't care. The pain felt a lot better now than it did in his last form.

Cyclops and Spyke were surprised by the creature's change. It was one thing to know it could, but a completely different thing to see it in person.

Using their pause, the creature grabbed one of the nearby pipes. His fingers dented the thick metal. After ripping a large section from the cement, he chucked it at Spyke. The pipe spun like a boomerang through the air, heading towards the teen. Spyke was barely able to avoid the twirling metal. Rolling to the side, he saw the metal pass inches away from his face. His roll ended just before he fell into the water. He stood up and looked behind him, seeing that the metal pipe had embedded itself into the wall like a dart in a dartboard. Gaining a disbelieving look, Spyke said "DUDE . . . That could of taken my head off."

After throwing the pipe, the creature charged Cyclops with arms raised to smash. His feet stomped down, making the ground shack slightly and producing loud thumping sounds. Cyclops shot a blast at the approaching thing. The blast hit, covering the creature in a large cloud of smoke and the sound of his stomps stopped.

It was silent as Cyclops and Spyke watched the cloud for any movement.

"Do you think it's over?," Spyke asked.

As the smoke cleared, a frown came to Cyclops's face and he said "Not even close."

The creature was standing there with all four arms raised, having shielded himself from Cyclops's blast. Steam came off the creature as he lowered his arms. He slowly brushed off his arms as if to say "Is that the best you got." When he finished, he clenched his fists and took off running at Cyclops again.

Quickly raising a hand to his visor, Cyclops twisted a hidden dial that controlled the intensity of his blasts. He turned it to max and shot at the creature with everything he could.

The huge blast soared through the air, landed and sent the creature flying. He crashed into the second level with a large bang. The walkway above him crumbled down and entombed the creature in rubble.

It was silent while they waited to see what the creature did next.

After a few moments of nothing, Cyclops said "Now it's over."

But he was wrong.

A green flash could be seen from cracks in the debris, telling everyone that the creature had changed again. Then something started to raise up through the rubble. The only reason they could tell it was the same creature, was the cloak. It was transparent and looked like a negative photo. The visible skin was black and had white lines running all over. The creature had a slim build and very skinny arms. The hands were claw like, with 4 fingers. The most noticeable change were the legs. Or more accurately, the lack of legs. In their place was a long tail like appendage.

The creature now looked like some sort of ghost.

Flouting a few feet above the debris, the creature became tangible again. The skin change to an almost whitish gray with black lines. He just floated there for a few moments. Looking around, the creature saw that he was surrounded.

Rogue, Storm and Gwen had showed up a few moments after hearing the large crash. The others quickly caught the three woman up on the situation. Together again, the X-men had surrounded the creature's location.

The creature was turning in air, looking at each person, and trying to figure out what to do. His hands were balled into fists.

Rogue was on the level above him, with the tranquilizer gun locked on. Cyclops and Spyke were down below, ready to fire. To the right was Nightcrawler, glaring, and to the left was Wolverine, with his claws extended and growling. Floating in the air was Storm, eyes glowing and looking ready to zap the creature.

Gwen and Shadowcat stayed back with an unconscious Jean. They were making sure Jean was okay. The mana user was there because she could heal Jean if she was hurt. On the other hand, Shadowcat wasn't just there to help. She was scared of the creature and didn't want to be near it if she didn't have to. That's why she volunteered so quickly to help Gwen.

The ghostly creature knew that he had limited choices. His shoulders slumped, his arms hung limp at his sides, and his fist unclenched. He looked defeated.

Floating closer, Storm decided to ask for the creature's surrender. Just before the words could leave her mouth, the creature disappeared. Her eyes stopped glowing and her mouth open in surprise. Then she and everyone else looked around, seeing if the creature was still in the room.

When it was realized that the creature was gone, Nightcrawler relaxed a little and asked "Vhat now?"

"Well . . . we did find were the creature was livin' at and loaded it to the GPS," Rogue suggested as she lowered the gun to her side. This surprised those that didn't know that.

"YES," shouted Spyke. He fist-pumped in celebration. "We can still get this thing." Grabbing his GPS, he spotted the location. "That way," he said as he pointed in the right direction. He crossed the closest metal bridge and climbed up. When he got to the top and stood up, he saw that no one was with him. Rogue, Nightcrawler, Storm, Cyclops and Wolverine had gathered around the rubble where the creature disappeared and were talking. Yelling down, Spyke said "What are you waiting for, we got to go." He was a little frustrated that they were loosing time just waiting around. "_Every moment we waist, the creature is getting farther away_."

"Na Porcupine, we aren't going anywhere," Wolverine said in his normal tough tone. Looking up at the teen, he continued. "That thing is long gone by now." He took in the condition of the team and decided to end this mission. "We're headed home."

Spyke made no argument because he wasn't about to go against Wolverine. He just walked over to where Gwen, Shadowcat, and Jean were.

By the time everyone had gathered up there, Jean was regaining consciousness. They stepped back to give her some breathing room. Sitting up, Jean held her head. "What happened? The last thing I remembered was the creature . . ." That cleared her mind. Standing up, she looked around at everyone. "Is he okay? He was wounded and needed help." Her voice and face were full of worry.

No one was sure what Jean was talking about.

Stepping forward, Cyclops put his hand on her shoulder. "Who are you talking about? Everyone is fine." He didn't count Wolverine because his wounds would be healed very quickly.

"The creature, Scott," Jean said, shocking everyone that she was worried about the thing. When she didn't see him, she tried thinking about what happened. "_We were reaching out to each other, when . . . ._" She finally remembered and became upset. She gave Cyclops a glare. Raising her hand, she slapped him across the face. His visor would have gone flying if it hadn't been made to stay in place. The slap surprised everyone. All Cyclops could do was give her a confused look

"YOU ARE A JERK," Jean shouted before turning and walking away. She didn't know where she was going, but she didn't care. She just had to be away from him. She was so angry that she was shacking slightly. Her feeling were hurt because Cyclops hadn't trusted her and ruined her attempt at befriending the creature. That's what upset her the most.

Cyclops wanted to go after and find out what was wrong, but Wolverine stepped in front of him, blocking the path. When Cyclops tried to step around him, Wolverine said "Trust me, Slim. You do not want to go after a woman," he pointed his thumb over his shoulder in Jean's direction, "that upset at you."

"But . . . . ," Cyclops started to say, but was cut of by Storm.

"Don't worry Scott, I'll go after her," Storm said before going in the direction Jean went.

"Like wait for me, I'm coming too," Shadowcat said as she rushed after Storm. As she walked by Nightcrawler, she grabbed his hand and pulled him along. To his question of why he need to come, she quietly said "Jean like totally needs some friends right now." Nightcrawler nodding his head in agreement. "Plus," she said dragging out the word. She continued speaking in a quiet voice. "Don't you like want to why she is so freaked at Scott." The boy agreed and didn't need to be pulled along anymore.

Seeing the two going off, Spyke went to follow. He got a few feet before a pull from the back of his collar caused him to almost fall backwards. Turning around, he saw that it was Wolverine. "What was that for, I'm not the one in trouble with Jean."

Raising an eyebrow, Wolverine looked at the teen for a moment. "When aren't you in trouble with someone?"

Before the spiky teen could reply with a smart-ass remark, Cyclops placed a hand on his shoulder. "Just leave it be Evan." His tone was a bit flat.

With Spyke pacified, the five X-men headed back to the X-van.

_ With Jean _

When she was a short distance away from the others, Jean tried to find the creature. She placed her fingers to her temples, closed her eyes and concentrated. "_I hope he is still around. Maybe we can still work something out._" Focused so strongly on trying to sense the creature, Jean never noticed the person walking up behind her. When a hand suddenly landed on Jean's shoulder, it surprised the young adult and caused her to jump. Quickly turning around, Jean released a sigh when she saw it was Storm. She actually felt a little disappointed that it wasn't the creature. Her shoulders slumped and she went back to her search.

"Want to talk about it?" Storm asked in a kind voice. She didn't know why Jean was so upset, but wanted to find out.

Lowering her arms and opening her eyes, but still trying to sense the creature, Jean sighed. "I'm just upset about what happen."

"Like what happened?," Shadowcat asked when she and Nightcrawler arrived.

For a few moments, Jean didn't say anything. She was waiting to see if the others turned up. She didn't mind talking about this with them, she just didn't want to speak to Cyclops or Spyke at the moment. "_I'm actually glad they showed up. . . talking to them may make me feel better._" Smiling a bit at the thought, she continued talking. "I had sensed the creature and when we got to him, I decided to try talking to him."

"_Like didn't she hear that it attacked me?_" Shadowcat thought with an agitated look on her face. "_She like wanted to try talking to that thing when it tried to kill me._"

Seeing the look on Shadowcat's face, Jean said "I talked with it about attacking you and even though he didn't speak, at all, I felt his remorse." She saw that Shadowcat's softened a little and continued her tail. "I could sense his loneliness and told him he could live with me. . . . ." A few tears appeared in her eyes and a sad tone came to her voice. "He really liked that idea . . . . . so I reached out to him and just before we made contact . . . the creature saw Scott and Evan." Her tone became angry when she said their names. "I asked them to say back, but they didn't . . . the creature misunderstood and must of though we were going to attack him." She paused for a moment. "From there, you can guess what happened." After speaking, Jean felt like she was going to cry. She felt horrible about what happen and tears started to escape her eyes. They slowly rolled down her cheeks.

Seeing the tears, Storm did something surprising. . . . She hugged the young adult, trying to confer her. "It's alright Jean." She couldn't stand seeing anyone at the Institute sad. The place was her home and everyone there was her family.

"No it's not," Jean said through her tears. She started to cry harder. "The creature wanted to come with me . . . He doesn't like living alone down here. He was so happy. . . . . And when he saw the others, ready to attack him, he felt despair and deeply betrayed. . . . he's never going to trust us now." Tears rolling down her cheeks, Jean decide to tell Storm what she didn't tell Cyclops and Spyke. Looking into Storm's eye's, Jean said "I don't know what, but something really bad happened to the him. He has deep mental scars from it and all of this probably didn't help." She then buried her face in Storm's shoulder and cried.

With this information, Storm started to understand why this was affecting Jean so much. "_The creature was reaching out to her for help and he got bitten on the hand. And from the way she's acting, I think Jean formed a bit of a bond with the creature. I'm going to have to talk to Charles about this, . . . Maybe he can do something_," she thought as she comforted Jean until the tears ended.

Nightcrawler and Shadowcat just stood to the side, not really sure what to do at the moment. Both of them felt bad about what happen, but Shadowcat still didn't want anything to do with the creature.

On the other hand, Nightcrawler wanted to help. He felt a connection to the creature now that he had an idea what it was feeling. "_It's sort of like me, being different from everyone else. . . . He just didn't find anyone that looked past the differences._"

After a moment, Jean and Storm separated. Jean whipped the tears from her face and said "Thanks Storm."

Smiling, Storm said in a caring tone "Thanks aren't needed, I would do the same thing for anyone at the Institute." She looked at the three students and said "Come on, we have to get going." She pushed the teens in the right direction. Then in a playful tone, she said "It's getting late and you all have school in the morning."

"_Time for some comedy relief,_" Nightcrawler thought. Groaning, he said "Great." He grabbed his head with both hands, gaining a overly worried and pained look. "I didn't finish all my homework."

Storm and Nightcrawler worked well together. They got a few laughs from Jean and Shadowcat before joining in. With Jean feeling better, they headed back to the X-van.

When they got there, they saw that everyone else was waiting for them in the van. Jean felt a little uneasy because she still didn't want to be in the presence of Cyclops or Spyke. The fact that her eyes were a bit red from crying didn't help either.

Seeing Jean hesitate, Nightcrawler put the pieces together and grabbed her hand. When she looked at him, he said "Don't vorry Jean." She didn't understand what he was talking about. Before Jean could ask, they teleported away to the Blackbird.

When they reappeared, Jean was a little disoriented by the sudden displacement. After a moment, she regained her bearings and looked at Nightcrawler. "_He did that so that I didn't feel awkward in the van._" Smiling, she said "Thanks."

"No sweat." Nightcrawler returned the smile. Always the joker, he said "It was waaaaay too crowded in the van, anyways. Didn't want it to be uncomfortable." He meant that in two ways. The van actually was very full, with some many people in it, and he didn't want her to feel uncomfortable because of her recent fight with Cyclops.

…... Back at the X-van …...

Cyclops was surprised to see Nightcrawler and Jean disappear in a clown of smoke. He had hoped to talk to her and try to make amends when she got in the van, but now that wasn't going to happen. Still looking at the spot they had stood in, he didn't notice Shadowcat climbing in the back or Storm taking the front passenger seat.

Using the review mirror, Storm saw Cyclops's look and could imagine how he felt at the moment. "She still needs some time Scott. She is very upset at you and Evan." Her voice was caring and had a parental tone to it.

Slowly, Cyclops nodded his head.

Once everyone was in, Wolverine started the van and headed for the Blackbird. As the vehicle moved, Storm looked out the window and thought. "_From what Jean said, the creature is in emotional pain. This can't be good, he might become violent now. . . . We have to find him before anything happens._"

Turning towards Shadowcat, Cyclops whispered "What did Jean say?" His voice was low enough that the others couldn't hear him.

Thinking about it, Shadowcat decided not to tell him. She felt that it was Jean's business to talk about it with Cyclops. "Like don't ask me, Jean will tell you when she feels like it." Her words made Cyclops feel disappointed, but he accepted her answer.

The rest of ride to the Blackbird was made in silence.

The X-van arrived, boarded the plane and everyone got out. They then went to the cockpit, where Jean and Nightcrawler were already seated in the back. The two were talking, but stopped as the others walked in and took their seats.

As Cyclops walked by Jean, she looked away and that made him feel worst. "_She is still mad,_" he thought, so he just went and took his seat. The seating ended up with Cyclops and Spyke sitting as far away from Jean as possible.

It was silent as everyone felt a bit down at the failure of their mission. When everything was ready, the plane took off, heading for home.

:::::::::::::::::::::::::::::::::::::::::::::::::: ::::::: Back with the Creature :::::::::::::::::::::::::::::::::::::::::::::::::: :::::::

When the creature disappeared, he had just gone invisible. Not waiting to see what these people were going to do, he floated up and phased through ceiling. Unlike what Wolverine said, the creature was going back to his home in the sewer. He was tired, upset and just wanted to lay down.

Arriving outside his lair, he became visible and tangible again. He was going to change forms and remove the grate covering to his home, but saw that it wasn't in place. Disturbed and worried, he quickly phased through the wall and went in.

Looking around, the creature saw that nothing was out place. He relaxed, figuring that no one had been inside. He knew that it was strange that the grate was gone, but he was tired and decided to think about it later. "_I'll just replace it tomorrow._"

Now that the adrenaline from fighting had worn off, his mind was plagued by the thoughts started by Jean. "_I wanted her words to be true. . . .I wanted her to be an angle and save me._" He looked around his room. "_I hate living like this. . . . but she was just tricking me._" He felt anger and sadness overtaking him. Then dark thoughts started to fill his head as a small voice started to whisper in his mind. "_**You should make them pay. . . . Everyone that hurt you should suffer . . . . and you could make them, you have the power . . . **_"

"_NO,_" the creature shouted in his mind, cutting the voice off. He shook his head while tightly holding it with his hands. "_STOP TALKING TO ME. LEAVE ME ALONE_"

The voice continued as if it was never interrupted. "_**you . . . . . are . . . a . . . . FREAK.**_"

After a few moments of silence in his mind, the creature sighed and released his head. "_ I am a freak . ."_ He released a sad sigh. _". . . . I don't want to think about any of this right now . . . Maybe TV will take my mind off of it._" Floating over to his night table, he reached over to grab the remote to the TV. That's when he saw that his skull pendant was gone.

"NO," he shouted in a creepy hollow voice. It had an air to it that fit his ghostly appearance and made him seem evil. He started looking all over the room for the skull. "Where is it? It has to be around hear somewhere." The longer the creature didn't find pendant, the more frantic and violent his search became. After a bit of not finding it, the creature stopped looking and began trashing the place. He picked up the night table and chucked it at the TVs. The things collided together, destroying both objects. The bed was quickly flipped over and thrown across the room. Under his rage, the room didn't stand a chance.

Once the room was completely trashed, the creature just floated there. He was breathing hard and shacking a little. Covering his face with his hands, he felt like he was going to cry. After a moment, he stopped. It all became clear to him. "_The passageway being opened and my missing skull pendent. . . . Someone WAS here and they took it._" Thinking about it, he realized that it had to be Jean and her friends. "_It was bad enough that she lied to me, but . . . . but . . . they stole my most precious item._"

Floating up and becoming intangible, the ghostly creature quickly went to where he had seen the strangers enter the sewer. Becoming invisible, he went to the surface above. He arrived in time to see a black van driving off.

"_That has got to be them,_" he thought as he followed. "_Maybe I should attack them now and get my skull back._" He decided against it for now because he was tired from the previous fight. He was barely keeping up with the van. "_Plus I don't know who took it. . . . I need a plan . . . . . I'm going to find out where they live, then find somewhere to rest before I get my pendant back._" He would figure out exactly how he was going to find his pendent tomorrow.

The creature watched as the van entered a black jet. "_I have to change again,_" he thought as he tried to chose what form to use. In a flash of light, the creature was in his purple lizard form. Turning invisible, he ran up to the plane. When he was under it, he jumped up and stuck to bottom of the plane.

After a short wait, the plane took off with its unknown passenger. It was tough going for the creature, but he was able to stick and hold on. The plane traveled for a while before a large mansion came into the creature's field of vision. He looked at the building for a few moments, before he realized that the plane was head straight for a cliff-edge with a waterfall.

The creature jumped off, falling towards the water bellow. He changed form again. This time he was a giant insect. What could be seen from the cloak was that he had light green skin. His limbs were skinny. His hands had 3 clawed fingers and he had 4 insect like legs that ended in spike-like-tips. He had a tail with a large stinger at the end. The stinger was shaped almost like a triangular shield. The top two corners were spiked upward. The bottom spike was larger, curved slightly towards his body, and extremely sharp. On his back were pale yellowish green wings. They were reminiscent of butterfly wings, except they had sharper angles that made them look like blades. They were translucent and had lines on them that looked like veins, making the wings look to be on the fragile side.

Just before he hit the water, the creature's wings started fluttering and stopped his descent. The wings made a flapping/buzzing noise as they moved. He hovered there for a few moments as the wind generated from his wings pushed the water away from him. Looking up, he saw the plane entering a tunnel that had open up from behind the waterfall. He quickly raised up into the air, until he could see the mansion again. Giving the place a glare, he silently vowed to return. The creature then flew off into the night, to find a place to rest.


End file.
